Volume No.

XXIV
Student Company Secretary ISSN 0972-2874
April 2007

4
EDITORIAL CENTRAL COUNCIL ANNUAL SUBSCRIPTION Rs. 50
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Chairman President
Edited, printed and published by
S. Balasubramanian Preeti Malhotra(Ms.)
N.K. Jain for the Institute of
Vice-President
Members Company Secretaries of India,
Keyoor Bakshi
(In alphabetical order) 'ICSI House', 22, Institutional
Ajit Yadav Members Area, Lodi Road,
Brahm Avatar Agrawal(Dr.) (In alphabetical order) New Delhi - 110003
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G.P. Agrawal Anil Kumar Murarka 24644431-32, 41504444
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Lalit Bhasin Biswa Behari Chatterjee Fax : 91-11-24626727
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Renu Budhiraja(Ms.) Milind B Kasodekar The Institute is not in anyway
S K Verma(Dr. Mrs.) Pradeep Kumar Mittal responsible for the result of
Sanjay Grover S R Bansal any action taken on the basis
Sanjeev Kumar (Dr.) Sanjay Grover of the advertisements
V K. Agarwal Sridharan R published in this Bulletin.
Sudhir Babu C
Editor & Publisher Vinayak S Khanvalkar
N. K. Jain Y S Malik
Secretary & Chief
Executive Officer
N.K. Jain

HIGHLIGHTS
H I G H L I G H T S

l From the President 03

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

Student Company Secretary 1 April 2007

 Training Orientation Programme

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

Activities Session1 Session 2 Session 3 Session - 4

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

Student Company Secretary 2 April 2007

 From The President

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

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

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

Student Company Secretary 3 April 2007

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

With best wishes,

Yours sincerely,

New Delhi (PREETI MALHOTRA)

April 13, 2007 president@icsi.edu

Student Company Secretary 4 April 2007

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

Student Company Secretary 5 April 2007

 Academic Guidance
crore in 2006, there was a quantum increase in gross value of buying
and selling.
The number of FIls rose by 27 per cent to 1,044 at the end of 2006.
The number of sub-accounts too increased by 34 per cent to 3,045.
Domestic participants accounted for the major part of the transactions
in the Indian equity market with the gross turnover (including both buy
and sale) by FIls at Rs. 20.6 lakh crore accounting for only 10.4 per
cent of total gross (two-way) turnover of Rs. 198.6 lakh crore in spot
and derivatives market in 2006.
In tandem with an increase in resource mobilisation, assets under
management at mutual funds increased by about Rs. 1.24 lakh crore
to reach Rs. 3.24 lakh crore in 2006. The transactions of mutual funds
in the equity segment of Indian stock exchanges, which amounted to
net sales of Rs. 1,164 crore in 2004, turned to net purchase of Rs.
13,436 crore in 2005 and further to Rs. 15,384 crore in 2006.
DEVELOPMENT IN SECONDARY MARKET FOR DEBT
In the secondary market for debt, Government of India (GOI)
securities continued to account for the major part of activity. In terms
of market size of GOI bonds, the gross issuance of GOI dated securities
in 2006 amounted to Rs.147,000 crore as compared to Rs. 129,350
crore in 2005. The end of the year market capitalisation of GOI
securities increased by 7.6 per cent from Rs.1,051,521 crore in 2005
to Rs.1,131,558 crore in 2006.
The interest rates on GOI bonds have been on the rise in the past
three years. The zero-coupon rate on a 1-year bond has shown an
upward trend, rising from 6.09 per cent in 2004 to 8.03 per cent in
2006. Likewise, the zero-coupon rate on a 10-year bond has increased
from 6.78 per cent in 2004 to 7.22 per cent in 2005 and further to 7.57
per cent in 2006. Due to the increase in interest rates, the returns to
GOI bond index continued to be negative during 2006. Further, the
volatility of GOI bond market during 2006 was higher than that during
2005.
POLICY DEVELOPMENTS
Several initiatives under taken by the Government during 2006-07
both in Primary and Secondary markets are listed as under :-
Policy Developments and Initiatives in Primary Market
l SEBI notified the disclosures and other related requirements for
companies desirous of issuing Indian Depository Receipts in In-
dia. It was mandated that the issuer must be listed in its home
country, must not have been barred by any regulatory body, and
should have a good track record of compliance of securities mar-
ket regulations. SEBI stipulated the requirements of issue size,
subscription to the issue and disclosures to be made in the pro-
spectus of the issue such as general information, disclaimer
clause, offering details, risk factors and financial information
among other requirements.
l As a condition of continuous listing, listed companies have to
maintain a minimum level of public shareholding at 25 per cent of
the total shares issued. The exemptions include companies which
are required to maintain more than 10 per cent, but less than 25
per cent in accordance with the Rule 192(b) of the Securities
Contracts (Regulation) Rules, 1957 and the companies, that have
two crore or more of listed shares and Rs. 1,000 crore or more of
market capitalisation. SEBI has also provided a transparent
mechanism to graduate to compliance of the continuous listing
requirements for companies which are currently non-compliant
or companies which might become non-compliant in future.
l SEBI has specified that shareholding pattern will be indicated by
listed companies under three categories, viz., "shares held by
promoter and promoter group", "shares held by public" and "shares
held by custodians and against which Depository Receipts have
been issued".
l In accordance with the guidelines issued by SEBI, the issuers
are required to state on the cover page of the offer document
whether they have opted for an IPO grading from the rating
Student Company Secretary
agencies. In case the issuers opt for a grading, they are required
to disclose the grades including the unaccepted grades in the
prospectus and abridged prospectus.
l SEBI facilitated a quick and cost effective method of raising funds
termed as Qualified Institutional Placement (QIP) from the Indian
securities market by way of the private placement of securities or
convertible Bonds (but not warrants) with the Qualified Institutional
Buyers. Listed companies having equity shares of same class
listed on a stock exchange having nation-wide trading terminals
and complying with the minimum public share holding under
continuous listing requirement are eligible to raise funds through
the QIP route.
l SEBI stipulated that the benefit of 'no lock-in' on the pre-issue
shares of an unlisted company making an IPO, currently available
to the shares held by Venture Capital Funds (VCFs)/Foreign
Venture Capital Investors (FVCls), shall be limited to : (a) the
shares held by VCFs or FVCls registered with SEBI for a period
of at least one year as on the date of filing draft prospectus with
SEBI and (b) the shares issued to SEBI registered VCFs/FVCls
upon conversion of convertible instruments during the period of
one year prior to the date of filing draft prospectus with SEBI
provided that the period of holding such convertible, instruments
as fully paid-up, together with the period of holding shares resulting
from conversion by the VCFs and FVCls is at least one year as
on the date of filing the draft prospectus with SEBI.
l In order to regulate pre-issue publicity by companies which
are planning to make an issue of securities, SEBI amended
the Disclosure and Investor Protection Guidelines to introduce
"Restrictions on Pre-issue Publicity" from the time the issuer
company's Board approves the issue till the actual allotment
of shares of the issue. The restrictions, inter alia, require an
issuer company to ensure that its publicity is consistent with
its past practices, does not contain projections or estimates or
any information extraneous to the offer document filed with
SEBI.
Measures & Initiatives undertaken in the Secondary
Market
l In continuation of the comprehensive risk management system
put in place since May 13, 2005 in T +2 rolling settlement scenario
for the cash market, the stock exchanges were advised to update
the applicable Value at Risk (Va R) margin at least 5 times in a
day by taking the closing price of the previous day at the start of
trading and the prices at 11:00 a.m., 12:30 p.m., 2:00 p.m. and at
the end of the trading session. This has been done to align the
risk management framework across the cash and derivative
markets.
l In order to strengthen the 'Know Your Client' norms and to have
sound audit trail of the transactions in the securities market, PAN
has been made mandatory with effect from January 1, 2007 for
operating a Beneficiary Owner account and for trading in the cash
segment similar to transactions in the futures and options segment
of the stock exchanges.
l In order to implement the Union Budget proposal on creation of a
unified platform for trading of corporate bonds, SEBI stipulated
that the BSE Limited would set up and maintain the corporate
bond reporting platform. The reporting shall be made for all trades
in listed debt securities issued by all institutions such as banks,
public sector undertakings, municipal corporations, corporate
bodies and companies. Also, SEBI and RBI have set up an internal
Working Group to implement the Budget 2006-07 announcement
of creating a single, unified exchange-traded market for corporate
bonds.
l In line with the Government of India's policy on foreign investments
in infrastructure companies in the Indian securities market, the
limits for foreign investment in stock exchanges, depositories and
clearing corporations, have been specified as follows : a) Foreign
6 April 2007
 Academic Guidance
investment up to 49 per cent will be allowed in these companies
with a separate Foreign Direct Investment (FDI) cap of 26 per
cent and cap of 23 per cent on FII investment; b) FDI will be
allowed with specific prior approval of FIPB; c) FII will be allowed
only through purchases in the secondary market; d) FII shall not
seek and will not get representation on the Board of Directors;
and e) No foreign investor, including persons acting in concert,
will hold more than 5 per cent of the equity in these companies.
l The application process of FII investment was simplified and new
categories of investment (insurance and reinsurance companies,
foreign central banks, investment managers, international
organizations) were included under FII.
l GOI raised the cumulative debt investment limits from US$1.75
billion to US$2 billion and US$0.5 billion to US$1.5 billion for FII/
sub account investments in Government securities and corporate
debt, respectively. RBI, in its mid-term review of monetary policy,
further enhanced the limit of FII investment on Central and State
Government Securities to US$ 2.6 billion by December 31, 2006
and further to US$3.2 billion by March 31, 2007.
l Initial Issue Expenses and Dividend Distribution Procedure for
Mutual Funds were rationalised.
l In compliance with the proposal made in Budget 2005-06, Mutual
Funds were permitted to introduce Gold Exchange Traded Funds.
l Pursuant to the Union Budget 2006-07, the aggregate ceiling for
the mutual fund industry to invest in ADRs/GDRs issued by Indian
companies, equity of overseas companies listed on recognised
stock exchanges overseas and rated debt securities was raised
from US$1 billion to US$3 billion.
l In the Government Securities market, the RBI ceased to
participate in primary issues of Central Government Securities
from April 1, 2006 in line with the provisions of FRBM Act. Intra-
day short sale in Government Securities was also permitted with
effect from February 28, 2006. 'When Issued' transactions in
Government Securities have been allowed with effect from August
1, 2006.
l Demutualisation of BSE, the oldest stock exchange in Asia, is
well under way in accordance with the provisions of SEBI scheme
for demutualisation. The exchange ceased to be an Association
of Persons, and became a company under the Companies Act in
August 2005. A public issue in the first half of 2007 will ensure
that at least 51 per cent of equity is held by public other than
trading members. The change in the ownership structure is in
keeping with the evolution of BSE as a modern, professionally
managed, transparent, competitive and efficient stock exchange.
l Foreign institutional investors have been allowed to invest in
security receipts.
l The report submitted by the Committee on Fuller Capital Account
Convertibility (Chairman, Shri S.S. Tarapore) while considering
fuller capital account convertibility, incidentally observed that
though the overall regime had undergone a significant degree of
liberalisation, in practice, some regulations relating to an earlier
period of tight controls continued to remain, giving rise to a
disconnect between the regulatory intent and the procedure in
use. As a follow up action of the Committee's recommendations,
an RBI task force has been set up to identify the anomalies in the
present regulatory framework for current and capital accounts
and that rectification should be undertaken within a period of three
months
l Sub-mission of R.H. Patel Report on Corporate Bond and
Securitisation.
DEVELOPMENTS IN COMMODITY FUTURES MARKET
As compared to 59 in January 2005, 94 commodities were traded
in the commodities futures market as of December 2006, and these
included major agricultural commodities (rice, wheat, jute, gur, cotton,
coffee, major pulses like urad, arahar, chana, edible oilseeds like
Student Company Secretary
mustard seed, coconut oil, groundnut oil and sunflower), spices
(pepper, chillies, cumin seed and turmeric), metals (aluminium, tin,
nickel and, copper), bullion (gold and silver), crude oil, natural gas
and polymer, among others. Gold accounted for the largest share (31
per cent) of trade in terms of value, followed by silver (19 per cent),
guar seed (11 per cent) and chana (10 per cent). A temporary ban
was imposed on futures trading in urad and tur dal in January 2007 to
ensure orderly market conditions. An efficient and well-organised
commodities futures market is generally acknowledged to be helpful
in price discovery for the traded commodities
The growth in the commodity derivative trading witnessed in 2005-
06 continued during 2006-07. Total volume of trade rose sharply from
Rs. 1.29 lakh crore in 2003-04 to Rs. 27.39 lakh crore in 2006-07 (till
December 2006). In the first nine months of 2006-07, the volume of
trade was already more than Rs. 21.55 lakh crore achieved in the
twelve months of 2005-06. Turnover as a proportion of GDP increased
from only 4.7 per cent in 2003-04 to 18.3 per cent in 2004-05 and
further to 76.8 per cent in 2005-06. The growth in the volume of trading
has been primarily propelled by Multi Commodity Exchange, Mumbai
(MCX) and National Commodity Derivatives Exchange, Mumbai
(NCDEX) with these two exchanges also accounting for a large share
of the number of contracts traded on the exchanges.
BANKING AND INSURANCE
LAW AND PRACTICE
LAW
EXTENSION OF SAFE DEPOSIT LOCKER/SAFE CUSTODY
ARTICLE FACILITY AND ACCESS TO SAFE DEPOSIT
LOCKERS/ RETURN OF SAFE CUSTODY
ARTICLES BY BANKS.2
Pursuant to the recommendations of the Committee on Procedures
and Performance Audit on Public Services (CPPAPS), the RBI
reviewed all the guidelines issued by it on various issues relating to
safe deposit lockers / safe custody articles. In supersession of all
the instructions issued earlier the RBI announced its new draft
guidelines vide circular no. DBOD.No.Leg 5049 /09.07.005/2006-07
dated December 4, 2006. The revised guidelines provide as follows:
1. Allotment of Lockers
In terms of RBI circular DBOD. No.GC.BC.27/C.408C(L) 84 dated
March 27, 1984, the public sector banks were advised not to insist for
a fixed deposit as a prerequisite for allotment of lockers. Banks were,
however, permitted to either seek a deposit (but not as a condition for
allotment), the interest on which may cover the annual rent or
alternatively advance locker rent could be collected up to three years.
It was also advised that those who opt for annual payment of rent and
default in payment, should not be allowed to operate locker till the
arrear rent is cleared. In this connection, the Committee on Procedures
and Performance Audit of Public Services observed that linking the
lockers facility with placement of fixed or any other deposit beyond
what is prescribed is a restrictive practice and should be prohibited
forthwith. In concurrence with the Committee's observations the RBI
has advised banks to refrain from such restrictive practices. If the
locker-hirer is having a fixed deposit with the bank, it can be earmarked
for an amount so that the interest covers the locker rental as an
alternative to collecting the annual locker rental in advance.
2. Security aspects relating to Safe Deposit Lockers
2.1 Relationship of the bank with the locker hirer
It has been clarified that the relationship between the bank and the
locker hirer is in the nature of a "bailor and bailee" and not "landlord
and tenant" though the bank has no knowledge of the contents of the
locker and the bank is required to exercise due care and necessary
precaution for the protection of the lockers provided to the customer.
2. Compiled by Saurabh Jain, Education Officer, The ICSI.
7 April 2007
 Academic Guidance
2.2 Operations of Safe Deposit Vaults/Lockers
Banks have been advised to review the systems in force for
operation of safe deposit vaults / locker at their branches on an on-
going basis and take necessary steps to strengthen them by identifying
the loopholes in the procedures and take remedial action. The
procedures should be well-documented and the concerned staff should
be properly trained in the procedure. The internal / external auditors
should ensure that the procedures are strictly adhered to.
2.3 Adherence to KYC Guidelines (High, Medium & Low Risk
Category) for allotment of lockers / Measures relating to
lockers which have remained unoperated
In a recent incident, explosives and weapons were found in a locker
in one of the bank's branches. This emphasises that banks should be
aware of the risks involved in renting safe deposit lockers. In this
connection, banks are advised to take following measures:
(i) The KYC assessment for the safe-deposit locker customers
(either new or existing), should be done at least to the levels
prescribed for medium risk or the risk categories attribut-
able to their bank account, if higher.
(ii) Where the lockers have remained unoperated for more than
one and three years for high and medium risk categories
respectively, banks should immediately contact the locker-
hirers and advise them to operate the lockers or surrender
the lockers even if the rents are being paid regularly. In case
the locker-hirers still do not operate the locker, banks should
consider opening the lockers with the help of police after
giving due notice to the locker-hirers.
(iii) Banks should have an explicit policy for taking appropriate
action including breaking open the lockers in cases where
the rents are not paid by the locker-hirers
3. Access to the safe deposit lockers/return of safe
custody articles to survivor(s)/nominee(s)/legal
heir(s)
3.1 Banks had been advised in Para 5 of RBI Circular
DBOD.No.Leg.BC.95/2004-05 dated June 9, 2005 to adopt generally
the instructions / guidelines contained in the said circular for deposit
accounts for dealing with the requests from the nominee(s) of the
deceased locker-hirer / depositors of the safe-custody articles (where
such a nomination had been made) or by the survivor(s) of the
deceased (where the locker / safe custody article was accessible under
the survivorship clause), for access to the contents of the locker / safe
deposit on the death of a locker hirer / depositor of the article. In
supersession of the above circular detailed guidelines regarding access
to lockers / safe custody articles are given below. Banks have been
advised to be guided also by the provisions of Sections 45 ZC to 45
ZF of the Banking Regulation Act, 1949 and the Banking Companies
(Nomination) Rules, 1985 and the relevant provisions of Indian Contract
Act and Indian Succession Act.
3.2 Access to locker (with survivor / nominee clause)
(i) In case of death of a sole locker-hirer (where there is nomi-
nation) access to locker may be given to the nominee. In
such cases, except death certificate and identification of
nominee, no other document should be obtained.
(ii) In case of death of one of the hirers, where there are joint
locker-hirers and as per the contract of locker hire, the locker
is to be operated jointly, and where there is nomination, ac-
cess to the locker may be given to the nominee jointly with
the surviving hirer(s). In such cases, except death certifi-
cate and identification of nominee, no other document need
be obtained.
(iii) Where both/all the joint locker hirer(s) die and where there
is nomination, access to the locker may be given to the
nominee(s). In such cases, except death certificate and iden-
tification of nominee(s), no other document need be obtained.
(iv) Where there are joint locker-hirers having a contract of hire
Student Company Secretary
with survivorship clause such as 'either or survivor', 'anyone
or survivor' etc., but the locker is not to be operated jointly,
access to the locker may be given only to the survivor in
case of death of one of the hirers.
3.3 Access to locker (without the survivor / nominee clause)
(i) In case of death of a sole locker-hirer (where there is no
nomination) and there is a valid will, access may be given to
the executor / administrator. In other cases, access may be
given to the legal representative of the deceased. In such
cases, death certificate and proof of legal representation
should be obtained.
(i) Where there are joint locker-hirers and as per the contract
of locker hire, the locker is to be operated jointly, and where
there is no nomination, if one of the hirers die, access to the
locker may be given to the survivor jointly with the legal heirs
(or the executor / administrator, if appointed) of the deceased
hirer. In such cases, death certificate and proof of legal rep-
resentation should be obtained.
(ii) Where there are joint locker-hirers having a contract of locker
hire with a 'either or survivor' clause and where there is no
nomination, access to the locker may be given to the survi-
vor in case of death of one of the hirers. In such cases, only
death certificate should be obtained.
(iii) Where there are joint locker hirers, and all the hirers die and
where there is no nomination, access to the locker may be
given jointly to the legal heirs of all the deceased hirers (or
the executor / administrator if appointed). In such cases,
only death certificate and proof of legal representation should
be obtained.
3.4 Return of safe custody article in case of sole depositor
(i) In case of death of a sole depositor of safe custody article
(where there is nomination), such article may be returned to
the nominee. In such cases, except death certificate and
identification of nominee, no other document should be
obtained.
(ii) In case of death of an individual depositor of safe custody
article (where there is no nomination), such article may be
returned to the legal representative of the deceased (or the
executor / administrator if appointed). In such cases, death
certificate and proof of legal representation should be
obtained.
3.5 Return of safe custody article in case of joint depositors
The facility of nomination is not available in case of deposit of
article for safe custody with a bank by more than one person.
In case of joint deposit of safe deposit articles,
(a) when one or more of the joint depositors of safe custody articles
die, such article may be returned to the survivor(s) provided there
is a survivorship mandate. In such cases, except death certifi-
cate, no other document need be obtained.
(b) In case there is no survivorship mandate, such article may be
returned to the survivor(s) jointly with the legal heirs of the de-
ceased depositor(s) (or the executor / administrator if appointed).
In such cases, death certificate and proof of legal representation
should be obtained.
(c) When both or all the joint depositors of safe custody article die,
such article may be returned jointly to the legal heirs of all the
deceased depositors (or the executor / administrator if appointed).
In such cases, death certificate and proof of legal representation
should be obtained.
3.6 In all the above cases, while granting access to the safe
deposit locker or while permitting the removal of the contents
of any locker by any nominee or jointly by any nominee and
survivors or by legal heir(s), or while returning the safe
custody article to the nominee or legal heir(s), an inventory
8 April 2007
 Academic Guidance
of the article/contents of the locker may be prepared and
signed by the new locker-hirer(s)/depositor of safe custody
article to whom access is to be given, and in case they cannot
remain present, may be signed by their duly authorized
attorney. Nomenclature of the account may be changed in
the name of the new hirer(s)/depositor, and fresh nomination
may be obtained from them. Banks are not required to open
sealed/closed packets left with them for safe custody or found
in locker while releasing them to the nominee(s) and surviving
locker hirers / depositor of safe custody article.
4. Disclosure :
4.1 At the time of providing safe deposit lockers/safe custody facility
to new customers, it shall be incumbent upon the banks to provide
printed information as contained in Para 3 of this circular to the
customer along with the account opening application form.
4.2. For existing safe deposit locker holders, banks should mail the
printed instructions. The existing safe deposit locker accounts
which do not have a nomination or survivorship clause should be
reviewed and the exercise of obtaining the option, if any, of the
account holder should be completed within one year.
4.3 Banks may also popularise the availability and utility of nomination/
survivorship clause facility to facilitate hassle free settlement of
claims in respect of deceased safe deposit locker holders.
COMP ANY LA
COMPANY W/COMP
LAW/COMP ANY
W/COMPANY
SECRETARIAL PRACTICE/ADV
SECRETARIAL ANCED
PRACTICE/ADVANCED
COMP ANY LA
COMPANY W AND PRACTICE3
LAW
Students appearing in Company Law, Company Secretarial Practice
and Advance Company Law And Practice (to the extent of topics
covered in the Syllabus) Papers of Intermediate and Final Examination
may take note of the following changes in the Companies Act, 1956
and the rules thereon, made by the Ministry of Company Affairs recently,
and applicable for June 2007 Examination.
I. DR. J J IRANI EXPERT COMMITTEE REPORT ON
COMPANY LAW
Dr. J J Irani Expert Committee on Company Law has submitted its
report charting out the road map for a flexible, dynamic and userfriendly
new company law. The Committee has taken a pragmatic approach
keeping in view the ground realities, and has sought to address the
concerns of all the stakeholders to enable adoption of internationally
accepted best practices. Be it the role of directors in the management
of the company or the role of promoters at the time of incorporation or
the responsibility of professionals in ensuring better governance, the
report has made very dynamic and balanced recommendations. The
Report of the Committee has also sought to bring in multifarious
progressive and visionary concepts and endeavored a significant shift
from the "Government Approval Regime" to "Shareholder Approval
and Disclosure Regime".
The Expert Committee has recommended that private and small
companies need to be given flexibilities and freedom of operations
and compliance at low cost. Companies with higher public interest
which access capital from public need to be subjected to a more stricter
regime of Corporate Governance. Further, Government companies
and public financial institutions be subject to similar parameters with
respect to disclosures and Corporate Governance as other companies
are subjected to.
New Concepts Introduced By Dr. J.J. Irani Committee
Report
To attune the Indian Company Law with the global reforms taking
place in the arena, the Report of the J J Irani Committee has sought to
3. Prepared by Deepa Khatri, Assistant Education Officer under the guidance
of Alka Kapoor, Deputy Director, The ICSI.
Student Company Secretary
bring in multifarious visionay concepts. The new concepts introduced
under the Report are as follows:
One Person Company (OPC)
To encourage corporatisation of business and entrepreneurship,
the concept of single person economic entity has been introduced in
the form of a 'one person company'.
It is recommended that:
(a) OPC may be registered as a private Company with one member
and may also have at least one director;
(b) Adequate safeguards in case of death/disability of the sole per-
son should be provided through appointment of another individual
as Nominee Director. On the demise of the original director, the
nominee director will manage the affairs of the company till the
date of transmission of shares to legal heirs of the demised mem-
ber.
(c) Letters 'OPC' to be suffixed with the name of One Person Com-
pany to distinguish it from other companies.
Small Companies
The law should provide a framework compatible to growth of small
corporate entities and should enable them to achieve transparency at
a low cost through simplified requirements. With this aim and to enable
simplified decision making procedure by relieving small companies
from select statutory internal administrative procedures, the Committee
has recommended that such companies be governed by a simpler
regime through exemptions which can be given in the form of a
schedule to the Act. Such companies should be subjected to reduced
financial reporting and audit requirements as well as simplified capital
maintenance regime. Such companies should also be subjected to
scaled down free structure. The definition of small companies may be
based upon the gross assets comprising of fixed assets, current assets
and investments not exceeding a particular limit as also the turnover
of the company concerned.
Limited Liability Partnership (LLP)
The 'unlimited liability' of partners has so far been the chief reason
why partnership firms of professionals, have not grown in size to
successfully meet the challenges posed today by international
competition, WTO, GATT etc. As an alternative corporate business
vehicle that has the benefits of limited liability but allows its members
the flexibility of organizing their internal structure as a traditional
partnership, the Committee has proposed the concept of LLP to be
introduced.
In an LLP, while the LLP itself is liable for the full extent of its
assets, the liability of the partners is limited. Partners are protected
from vicarious liability i.e. liability arising from the incorrect decision or
misconduct of other partners and employees not under their direct
control. There is no recourse to attach the personal assets of other
members except the member who is negligent. However, the liability
of negligent partner remains unlimited. Also any new or existing firm
of two or more persons can incorporate as an LLP.
Though advocating the adoption of the concept of LLP in the Indian
legal system, the Committee has recommended that a separate Act
be brought about to facilitate limited liability partnerships. The concept
need not be introduced in the Companies Act.
Independent Directors
Though the concept of independent directors is not new, it has so
far been enshrined in the corporate governance codes of various
countries. It is for the first time that the concept has been proposed to
be introduced in Company Law in India. The Committee has however
suggested that independent directors are required to be appointed
only in respect of listed companies or the companies which have
accepted public deposits.
The Committee has proposed that atleast one-third of the Board
should comprise of independent directors irrespective of whether the
company has an executive or non-executive Chairman.
9 April 2007
 Academic Guidance
No minimum qualification has been laid for an independent director.
It has been specified that the appointment of independent directors
should be made by the company from amongst persons, who in the
opinion of the Board, are persons with integrity, possessing relevant
expertise and experience and who satisfy the criteria for independence.
This will indirectly ensure that only the persons possessing necessary
knowledge, skills, and ethics are kept on the Boards of Companies.
The Committee has recommended that the expression
'Independent Director', shall mean a non-executive director of the
company who:
(a) apart from receiving director's remuneration, does not have,
and none of his relatives or firms/companies controlled by
him have, any material pecuniary relationship or transac-
tions with the company, its promoters, its directors, its sen-
ior management or its holding company, its subsidiaries and
associate companies which may affect independence of the
director.
(b) is not, and none of his relatives is, related to promoters or
persons occupying management positions at the board level
or at one level below the board;
(c) is not affiliated to any non-profit organization that receives
significant funding from the company, its promoters, its di-
rectors, its senior management or its holding or subsidiary
company;
(d) has not been, and none of his relatives has been, employ-
ees of the company in the immediately preceding years;
(e) is not, and none of his relatives is, a partner or part of senior
management (or has not been a partner or part of senior
management) during the preceding one year, of any of the
following:-
(i) the statutory audit firm or the internal audit firm that is asso-
ciated with the company, its holding and subsidiary compa-
nies;
(ii) the legal firm(s) and consulting firm(s) that have a material
association with the company, its holding and subsidiary
companies;
(f) is not, and none of his relatives is, a material supplier, serv-
ice provider or customer or a lessor or lessee of the com-
pany, which may affect independence of the director;
(g) is not, and none of his relatives is, a substantial shareholder
of the company i.e. owning two percent or more of voting
power.
Explanation:
For the above purposes-
(i) "Affiliate" should mean a promoter, director or employee of the
non-profit organization.
(ii) "Relative" should mean the husband, the wife, brother or sister
or one immediate lineal ascendant and all lineal descendents of
that individual whether by blood, marriage or adoption.
(iii) "Senior management" should mean personnel of the company
who are members of its core management team excluding Board
of Directors. Normally, this would comprise all members of man-
agement one level below the executive directors, including all
functional heads.
(iv) "Significant Funding" - Should mean 25% or more of funding of
the Non Profit Organization.
(i) "Associate Company" - Associate shall mean a company which
is an "associate" as defined in Accounting Standard (AS) 23,
"Accounting for Investments in Associates in Consolidated Financial
Statements", issued by the Institute of Chartered Accountants of India.
Key Managerial Personnel
The Committee has identified CEO/MD/CFO and Company
Secretary as the Key Managerial Personnel for all companies, whose
Student Company Secretary
appointment and removal shall be by the Board of Directors of the
company concerned.
Key Managerial Personnel should be in the wholetime employment
of only one company at a time and both the managing director and the
whole time directors should not be appointed for more than 5 years at
a time. However, the present requirement of having managing director/
whole time director in a public company with a paid up capital of Rs.5
crores may be revised to Rs.10 crores by appropriate amendment of
the Rules.
Directors and Officers (D&O) Insurance
The long felt need of the corporate sector in regard to extending
insurance cover for the key man and key directors of companies has
been addressed by the committee. It is recommended that insurance
of key men and key directors and senior officers of companies may be
taken by means of general insurance policies and the insurance
premium paid by the company for such a policy need not be treated
as perquisite or income in the hands of director concerned. However,
if the wrongful act of the director or concerned officer is established,
then the appropriate amount of premium attributable to such person
shall be considered as perquisite or income for the purpose of
remuneration.
Rights and Liabilities of Independent and Executive
Directors
Independent directors should have access to accurate, relevant
and timely information in order to discharge their duties and
responsibilities effectively. With this objective in mind, the Expert
Committee has recommended that Independent/non-executive
directors should be able to call upon the Board for due diligence or
obtaining of record for seeking professional opinion by the Board, right
to inspect records of the company, review legal compliance reports
prepared by the company; and in case of disagreement, record their
dissent in the minutes.
It is further recommended that if the independent director does not
initiate any action upon knowledge of any wrong, such director should
be held liable. This implies, if irregularities come to the knowledge of
the directors and yet they do not act pro actively and exercise due
diligence to ensure that the interest of the company is duly protected,
then they should be held responsible.
Freeing the Managerial Remuneration of Limits
Managerial remuneration in India has so far been restricted to
certain limits in the case of public companies and private companies
which are subsidiaries of public companies, with the overall limit being
11 % of the net profits of the company during the financial year.
The Committee has recommended removal of all ceilings on
payment of directors' remuneration. Shareholders of companies have
been empowered to decide as to how to remunerate their directors.
However, this process is to be transparent and based on principles
that ensure fairness, reasonableness and accountability. It is important
that there should be a clear relationship between responsibility and
performance vis-a-vis remuneration, and that the policy underlying
Directors' remuneration be articulated, disclosed and understood by
investors/stakeholders. To ensure transparency, it is recommended
that Directors' Remuneration Report should form part of the annual
report of the company and should contain details of remuneration
package of ditectors including company's policy on directors'
remuneration, the performance graph of the company and the
remuneration of directors vis-a-vis the performance of the company.
Another important feature of the recommendations relating to
managerial remuneration is the removal of all government approvals.
The Committee felt that in the current competitive environment, where
Indian companies have to compete for specialized manpower globally,
it may not be feasible or appropriate for the government to interfere.
Instead of the restrictive regime based on 'government approvals', the
'shareholder approval', regime be adopted. Decision on how to
remunerate directors should be left to the company. However, this
should be transparent and based on principles that ensure fairness,
10 April 2007
 Academic Guidance
reasonableness and accountability. The shareholders have been
recommended to be empowered to decide the remuneration of
nonexecutive directors including independent directors with no
government interference. The criteria for remuneration/compensation
of nonexecutive/independent directors should be based on their
attendance and contribution and performance of the company. This
may be in the form of sitting fees for Board and committee meetings
attended physically or participated in electronically and/or profit related
commissions.
Committees of the Board
While recognizing the need for discretion of the Board to manage
and govern the company through collective responsibility, the Expert
Committee has mandated the constitution of certain committees of
Board for certain categories of companies, whose recommendations
would be available to the Board for taking final decisions. These
Committees are Audit Committee, Remuneration Committee and
Stakeholders Relationship Committee. Although the concept of Audit
Committee was already there in the Companies Act,1956 the
mandatory requirement of other two committees in respect of certain
companies is new. While the constitution of Audit Committee and
Remuneration Committee has been recommended as must for all listed
companies and companies accepting public deposits, the stakeholders
relationship committee is suggested to be constituted in companies
having combined shareholder/deposit holder/debenture holder base
of 1000 or more. The main recommendations in respect of these
committees are as below:
Audit Committee for Accounting and Financial matters
_ Majority of directors to be independent, if the company is required
to appoint Independent Directors.
_ Chairman of the Committee to be independent
_ Atleast one member to have financial knowledge.
_ Chairman to attend AGM and provide clarification on matters re-
lating to Audit. If Chairman is unable to attend, he may authorize
any other member of Audit Committee to attend AGM on his be-
half.
_ Recommendations of the Audit Committee if overruled by the
Board should be disclosed in Directors' Report with the reasons
for overruling.
Stakeholders Relationship Committee
_ To be constituted in companies having combined shareholder/
deposit holder/ debenture holder base of 1000 or more.
_ Main objective shall be to monitor redressal of investor grievances.
_ Non-executive director to act as Chairman of the Comittee.
Remuneration Committee
_ Compulsory constitution in Public listed companies or any
company accepting deposits.
_ To comprise of non-executive directors including atleast one
independent director if appointment of independent directors is
required. In such a case, Chairman also to be independent.
_ Main objective shall be to determine the company's policy and
remuneration packages of MD/Executive directors/senior
management.
_ Chairman or in his obsence atleast one member of the committee
should be present in General Meeting to answer shareholders'
queries.
Recognition to Joint Venture/Shareholders' Agreements
The Committee recognised the issues involved in validity of joint
venture covenants vis-a-vis the provisions of the existing Act. It was
noted that joint venture agreements have several clauses pertaining
to voting rights, additional quorum requirements, arbitration provisions,
pre-emption rights or restrictions on transfer of shares etc. The effect
of this framework is that dispute resolution in respect of joint venture
provisions becomes subject to contract law provisions and is subject
Student Company Secretary
to lengthy arbitration. Companies, however, prefer such aspects to be
addressed more speedily through the corporate processes.
The Committee has, therefore, recommended that a transparent
modality for providing recognition to agreements between joint venture
partners for corporate action should be worked out in company law,
keeping in view the concern that such arrangements should not become
a window for circumventing the essential provisions of the law.
Tracking and Treasury Stocks
Tracking Shares -The Committee has recommended the
introduction of 'Tracking Stocks', also known as 'targeted stocks'.
Tracking Stocks as a financial vehicle that tracks the performance of
a particular division or subsidiary. A tracking stock is a type of common
stock that "tracks" or depends on the financial performance of a specific
business unit or operating division of a company, rather than the
operations of the company as a whole. As a result, if the said unit or
division performs well, the value of the tracking stocks may increase,
even if the company's performance as a whole is not up to mark or
satisfactory. The opposite may also be true.
By issuing a tracking stock, the different segments or divisions of
the company can be valued differently by investors. When a parent
company issues a tracking stock, all revenues and expenses of the
applicable division are separated from the parent company's financial
statements and bound to the tracking stock. Often this is done to
separate financial statement of a high-growth division from the financial
statements of the parent company which may contain huge losses.
The parent company and its shareholders, however, still control
operations of the subsidiary.
A key advantage of tracking stock is that it offers divisional
managers a degree of decision-making authority that might otherwise
be unattainable, given top management's reluctance to dilute its control
over the division's assets. The practical effect would be to enhance
job satisfaction for divisional managers, thus reducing retention risk
and also increasing the company's responsiveness to changing market
conditions. Also, investors have more direct access to the specific
businesses of the parent, which can be highly useful in the case of a
diversified company.
Treasury Stocks - The Committee has also recommended
introduction of treasury stocks as a measure for raising of funds at a
low cost. Presently, section 77 A of the Companies Act, 1956 provides
for buy-back of securities. Once bought back, the relevant securities
are to be extinguished. Internationally, however, a company can, subject
to certain restrictions, hold bought back shares itself under the name
"Treasury Stock". In other words, Treasury Stocks are the shares which
a company legitimately holds on its share register in its own name.
The voting rights on these Treasury Stocks are suspended and
company cannot exercise voting rights on such shares. No distribution
of dividend (including dividend during winding up) can be made to
such stock.
The Committee felt that a number of preparatory actions were
required before the concepts of Tracking Stocks and Treasury Stocks
could be introduced, such as the regulations to be framed by capital
market regulator, development of appropriate, specific accounting
standards etc. It therefore recommended that while an enabling
provision for Tracking I Treasury Stocks could be incorporated in the
new Law, actual introduction of Tracking and Treasury Stocks in the
Indian Capital Markets be made only when the necessary framework
is ready.
Perpetual Preference Shares
As per the existing provisions, preference shares can be issued
for a maximum period of 20 years. As many companies may like to
raise capital of a quasi equity and permanent nature on account of
long gestation project capital requirements, the Committee felt that
the concept of perpetual preference shares or preference shares of
higher tenure be permitted in the new Law. The Committee
recommended that companies should be permitted to issue perpetual/
longer duration preference shares and that returns from such shares
11 April 2007
 Academic Guidance
may be linked to market benchmark or reset periodically. In case the
subscriber of perpetual preference shares wants to redeem his shares
prematurely, necessary enabling provisions to redeem the shares by
the company up to a certain percentage of preference shares on an
annual basis may be provided. This may be done through "call/put
option mechanism". The Committee also felt that flexibility should be
given to the companies to revise the tenure of already issued
preferential shares by obtaining prescribed approval of shareholders
for variation of rights.
Single Window Clearance for Mergers
The Committee recognised the fact that the Indian merger law, as
it exists today, is cumbersome and time consuming and rightly
emphasized on the need for speedier disposal of mergers and
acquisitions (M&As) proposals. Mergers and acquisitions today are a
widely used multipurpose business tool that can bring long term benefits
in the context of increasing competitiveness in the market. The
Committee addressed on formulation of a corporate insolvency
legislation which would enable to carry out M&As with "digital speed"
and made several recommendations in this regard. One of the
recommendation is a single window clearance for the purpose. The
law should provide for a single forum which would approve the schemes
of mergers and acquisitions in an effective time bound manner. The
concept of 'deemed approval' should be provided for in cases where
the regulators do not intimate/inform their comments within a specified
time period to the Court/Tribunal before which the scheme of merger/
amalgamation is submitted for approval.
Contractual Mergers
The Committee was of the view that contractual mergers may be
given statutory recognition in the Company Law in India as is the
practice in many other countries as a restructuring tool to hasten the
process of mergers and acquisitions. Such mergers and acquisitions
are in the contract form (i.e. without the intervention of the court) and
are made subject to subsequent approval of shareholders by simple
majority. The recognition of such contractual mergers would eliminate
obstructions to mergers and acquisitions, give ex-post facto protection
and the ability to rectify them. Time-bound proceedings for restructuring
and liquidation The Committee has recommended that a single
independent forum should be created for accelerating the liquidation
process and a definite and predictable time frame should be provided
for. The existing time frame in India is too long and keeps precious
assets locked in proceedings for many years, destroying their value in
the process. In this protracted and never-ending process, the assets
not only lose value but even disappear and vanish. On an average, a
time frame of two years should be feasible for the liquidation process
to be completed. A period of one year should be adequate from
commencement of the process till sanction of a plan. There should
also be a definite time period within which proceedings may commence
from the date of filing of the application for rehabilitation.
The legislation should limit the possibility of appeals at every stage
so that the process is not delayed through frivolous appeals or stalling
tactics. A fixed time period should be provided for at each stage of
rehabilitation and liquidation process. Extension at every stage should
be rare and allowed only in exceptional circumstances and in any
case without effecting the outer time-limit provided for the process.
On an average a time frame of 2 years should be feasible for the
liquidation process to be completed.
Insolvency Practitioners
Keeping in view the important role of professionals and experts in
the insolvency process, the Committee has recommended the
recognition of the concept of 'Insolvency Practitioners'. Currently, the
law does not support effective participation of professionals and experts
in the insolvency process. Law should encourage and recognize the
concept of Insolvency Practitioners(Administrators,
Liquidators, Turnaround Specialists, Valuers etc.) and disciplines
of chartered accountancy, company secretaryship, cost and works
accountancy, law etc. can act as feeder streams, providing high quality
Student Company Secretary
professionals for this new activity. Greater responsibility and authority
should be given to Insolvency Practitioners under the supervision of
the Tribunal to maximize resource use and application of skills.
The Insolvency Fund
The Committee proposed that the provisions relating to
rehabilitation cess should be replaced by the concept of 'Insolvency
Fund' with optional contributions by companies. The Government may
make grants for the fund and provide incentives to encourage
contributions by companies to the fund. Companies which make
contributions to the fund should be entitled to certain drawing rights in
the event of insolvency. Administration of the fund should be by an
independent administrator. Insolvency fund should not be linked/
credited to Consolidated Fund of India.
II. THE COMPANIES (AMENDMENT) ACT, 2006
In the context of rapid developments witnessed in technology, the
Ministry of Company Affairs decided to enable the operations carried
out by the Ministry and its field offices to be performed more efficiently
and effectively through the use of contemporary information technology
and computers. The Ministry of Company Affairs on the
recommendations of Department of Information Technology is
implementing an e-Governance initiative through a project named as
MCA-21. This project will provide the public, corporate entities and
others an easy and secure online access to the corporate information,
including filing of documents and public access to the information
required to be in the public domain under the statute, at any time and
from anywhere.
The filing and registration of documents is a statutory requirement
under the Act. At present, the Act lays down the procedures for filing
of various documents in physical form and the processes associated
therewith. While, the broad enabling framework for such an initiative
is available under the Information Technology Act, 2000 read with
Companies Act, 1956, enabling provisions would still be required to
support certain online electronic processes which have since become
available due to technological advancement for various detailed
procedural requirements under the Companies Act, 1956.
It is, therefore, proposed to insert new sections 610B, 610C, 610D
and 610E in the Companies Act, 1956 so as to make provision for
electronic filing system and for payment of fees through electronic
form under the said Act which are essential for the successful
implementation of the MCA-21 Project. After the proposed
amendments to the Companies Act, 1956 have been enacted, the
documents in electronic form duly authenticated with digital signatures
shall be accepted under the provisions of that Act. The proposed
electronic system also provides for multiple modes of payment of
statutory fees.
The provisions of the Companies Act, 1956 allow an individual to
be a director of up to fifteen companies and such companies can be
located in the jurisdiction in any of the Registrars of Companies. There
is a need for individual identity of person(s) intending to be directors of
companies to be established. This would also facilitate effective legal
action against the directors of such companies under the law, keeping
in view the possibility of fraud by companies and the phenomenon of
companies that raise funds from the public and vanish thereafter. It is,
therefore, proposed to insert new sections 266A, 266B, 266C, 266D,
266E, 266F and 266G in the Companies Act, 1956 so as to, inter alia,
provide for allotment of a unique Director Identification Number to any
individual, intending to be appointed as a director in a company or to
any existing director of a company, for the purpose of his identification
as such, through electronic or other form and to provide for penalty for
any violation in this regard.
In pursuance of the objects stated above, the Companies
(Amendment) Bill, 2006, was introduced in the Parliament, which has
now become an Act. The text of Companies (Amendment) Act, 2006
has been reproduced hereinbelow for the information of the Students:
The Companies (Amendment) Act, 2006
An Act further to amend the Companies Act, 1956.
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 Academic Guidance
Be it enacted by Parliament in the Fifty-seventh Year of the Republic
of India as follows:
1. Short title and commencement
(1) This Act may be called the Companies (Amendment) Act, 2006.
(2) It shall come into force on such date as the Central Government
may, by notification, appoint and different dates may be appointed
for different provisions of this Act.
2. Amendment of section 253
In section 253 of the Companies Act, 1956 (1 of 1956) (hereinafter
referred to as the principal Act), the following proviso shall be inserted,
namely:
Provided that no company shall appoint or re-appoint any individual
as director of the company unless he has been allotted a Director
Identification Number under section 266B..
3. Insertion of new sections 266A, 266B, 266C, 266D, 266E, 266F
and 266G
After section 266 of the principal Act, the following sections shall
be inserted, namely:
"Director Identification Number
266A. Application for allotment of Director Identification Number
Every
(a) Individual, intending to be appointed as director of a com-
pany; or
(b) Director of a company appointed before the commencement
of the Companies (Amendment) Act, 2006, shall make an
application for allotment of Director Identification Number to
the Central Government in such form, and manner (includ-
ing electronic form) along with such fee, as may be pre-
scribed:
Provided that every director, appointed before the commencement
of the Companies (Amendment) Act, 2006 shall make, within sixty
days of the commencement of the said Act, such application to the
Central Government:
Provided further that every applicant, who has made an application
under this section for allotment of a Director Identification Number,
may be appointed as a director in a company, or, hold office as director
in a company till such time such applicant has been allotted the Director
Identification Number.
266B. Allotment of Director Identification Number
The Central Government shall, within one month from the receipt
of the application under section 266A, allot a Director Identification
Number to an applicant, in such manner as may be prescribed.
266C. Prohibition to obtain more than one Director Identification
Number
No individual, who had already been allotted a Director Identification
Number under section 266B, shall apply, obtain or possess another
Director Identification Number.
266D. Obligation of Director to intimate Director Identification
Number to concerned company or companies
Every existing director shall, within one month of the receipt of
Director Identification Number from the Central Government, intimate
his Director Identification Number to the company or all companies
wherein he is a director.
266E. Obligation of company to inform Director Identification
Number to Registrar
(1) Every company shall, within one week of the receipt of intimation
under section 266D, furnish the Director Identification Number of
all its directors to the Registrar or any other officer or authority as
may be specified by the Central Government.
(2) Every intimation under sub-section (1) shall be furnished in such
form and manner as may be prescribed.
Student Company Secretary
266F. Obligation to indicate Director Identification Number
Every person or company, while furnishing any return, information
or particulars as are required to be furnished under this Act, shall
quote the Director Identification Number in such return, information or
particulars in case such return, information or particulars relate to the
director or contain any reference of the director.
266G. Penalty for contravention of provisions of section 266A
or section 266C or section 266D or section 266E
If any individual or director, referred to in section 266A or section
266C or section 266D or a company referred to in section 266E,
contravenes any of the provisions of those sections, every such
individual or director or the company, as the case may be, who or
which, is in default, shall be punishable with fine which may extend to
five thousand rupees and where the contravention is a continuing one,
with a further fine which may extend to five hundred rupees for every
day after the first during which the contravention continues.
Explanation : For the purposes of sections 266A, 266B, 266C,
266D, 266E and 266F, the Director Identification Number means an
identification number which the Central Government may allot to any
individual, intending to be appointed as director or to any existing
directors of a company, for the purpose of his identification as such.
4. Insertion of new sections 610B, 610C, 610D, and 610E
After section 610A of the principal Act, the following sections shall
be inserted, namely:
"610B. Provisions relating to filing of applications, documents
inspection, etc., through electronic form
(1) Notwithstanding anything contained in this Act, and without preju-
dice to the provisions contained in section 6 of the Information
Technology Act, 2000, (21 of 2000) the Central Government may,
by notification in the Official Gazette, make rules so as to require
from such date as may be specified in the rules, that
(a) such applications, balance-sheet, prospectus, return,
declaration,memorandum of association, articles of asso-
ciation, particulars of charges, or any other particulars or
document as may be required to be filed or delivered under
this Act or rules made thereunder, shall be filed, through the
electronic form and authenticated in such manner as may
be specified in the rules;
(b) such document, notice, any communication or intimation,
required to be served or delivered under this Act, shall be
served or delivered under this Act through the electronic form
and authenticated in such manner as may be specified in
the rules;
(c) such applications, balance-sheet, prospectus, return,
register, memorandum of association, articles of association,
particulars of charges, or any other document and return
filed under this Act or rules made thereunder shall be
maintained by the Registrar in the electronic form and
registered or authenticated, as the case may be, in such
manner as may be specified in the rules;
(d) such inspections of the memorandum of association, articles
of association, register, index, balance-sheet, return or any
other document maintained in the electronic form, which is
otherwise available for such inspection under this Act or rules
made there under, may be made by any person through the
electronic form as may be specified in the rules;
(e) such fees, charges or other sums payable under this Act or
rules made there under shall be paid through the electronic
form and in such manner as may be specified in the rules;
(f) the Registrar shall, register change of registered office,
alteration of memorandum of association or articles of
association, prospectus, issue certificate of incorporation or
certificate of commencement of business, register such
document, issue such certificate, record notice, receive such
communication as may be required to be registered or issued
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 Academic Guidance
or recorded or received, as the case may be, under this Act
or rules made there under or perform duties or discharge
functions or exercise powers under this Act or rules made
thereunder or do any act which is by this Act directed to be
performed or discharged or exercised or done by the
Registrar, by the electronic form, in such manner as may be
specified in the rules.
(2) The Central Government may, by notification in the Official Ga-
zette, frame a scheme to carry out the provisions specified under
sub-section (1) through the electronic form:
Provided that the Central Government may appoint different dates
in respect of different Registrar of Companies or Regional Directors
from which such scheme shall come into force.
610C. Power to modify Act in relation to electronic records
(including the manner and form in which electronic
records shall be filed)
(1) The Central Government may, by notification in the Official Ga-
zette, direct that any of the provisions of this Act, so far as it is
required for the purpose of electronic record specified under sec-
tion 610B in the electronic form,
(a) shall not apply, in relation to the matters specified under
clauses (a) to (f) of sub- section (1) of section 610B, as may
be specified in the notification; or
(b) shall apply, in relation to the matters specified under clauses
(a) to (f) of sub section (1) of section 610B only with such
consequential exceptions, modifications or adoptions as may
be specified in the notification:
Provided that no such notification which relates to imposition of
fines or other pecuniary penalties or demand or payment of fees or
contravention of any of the provisions of this Act or offence shall be
issued under this sub-section.
(2) A copy of every notification proposed to be issued under subsec-
tion (1), shall be laid in draft before each House of Parliament,
while it is in session, for a total period of thirty days which may be
comprised in one session or in two or more successive sessions,
and if, before the expiry of the session immediately following the
session or the successive sessions aforesaid, both Houses agree
in disapproving the issue of the notification or both Houses agree
in making any modification in the notification, the notification shall
not be issued or, as the case may be, shall be issued only in such
modified form as may be agreed upon by both the Houses.
610D. Providing of value added services through electronic form
The Central Government may provide such value added services
through the electronic form and levy such fees as may be prescribed.
610E. Application of provision of Act 21 of 2000
All the provisions of the Information Technology Act, 2000 relating
to the electronic records (including the manner and format in which
the electronic records shall be filed), in so far as they are not
inconsistent with this Act, shall apply, or in relation, to the records in
electronic form under section 610B..
III. COMPANIES (CENTRAL GOVERNMENTS) GENERAL
RULES AND FORMS (AMENDMENT) RULES, 2006
In exercise of the powers conferred by clauses (a) and (b) of sub-
section (1) of section 642 read with section 610A of the Companies
Act, 1956 (1 of 1956), the Central Government has vide notification
no. G.S.R. 56 (E) dated the 10th February, 2006 issued the Companies
(Central Governments) General Rules and Forms (Amendment) Rules,
2006.
According to these amendment rules:
(i) after sub-rule (2) of rule 3, the following sub-rules shall be in-
serted, namely: -
(3) The Forms prescribed in Annexure A to these rules may be
filed through electronic media or through any other compu-
Student Company Secretary
ter readable media as referred under section 610A of the
Companies Act, 1956 (1 of 1956).
(4) The electronic-form shall be authenticated by the author-
ized signatories using digital signatures, as defined under
the Information Technology Act, 2000 (21 of 2000).
(5) The Forms prescribed in Annexure A, when filed in physi-
cal form, may be authenticated by authorized signatory by
affixing his signature manually.
(ii) after rule 6, the following rules shall be inserted, namely: -
6A. Section 159. Every company having a share capital shall file
the annual return with the Registrar together with the Form 20B.
6B. Section187C. Every company shall file a return in the form 22B
with the Registrar of the declaration made to it in compliance of
section 153.
(iii) after rule 7A, the following rules shall be inserted, namely: -
7B. Section 220. - Every company shall file a balance sheet, profit
and loss account and other documents with the Registrar together
with the Form 23AC.
7C. Section 211. Application to the Central Government for
modification in the matters to be stated in the companys balance
sheet or profit and loss account shall be made in Form 23AAA.
7D. Sub-Section (8) of section 212. Application for exemption from
attaching the annual accounts of the subsidiary companies shall
be made to the Central
Government in Form 23AAB.
7E. clause (c) of sub-section (2) of section 205. Application for not
providing depreciation shall be made to the Central Government
in Form 23AAC.
(iv) after rule 10A, the following rule shall be inserted, namely:-
10AB. Section 295. Application for giving loan, providing security or
guarantee in connection with a loan shall be made to the Central
Government in Form 24AB.
(v) after rule 20A, the following rules shall be inserted, namely:-
20B. Section 621A. Application under section 166, 210, 394, 560 and
621A of the Act shall be made to the Registrar of Companies in
Form 61.
20C. Every company shall file documents with the Registrar of
Companies under sections 18, 31, 44, 60, 77A, 488, 497, 509,
516, 551 and 555 of the Act and rule 313, 315, 327, 331, 335 of
the Companies (Court) Rules 1959 and rule 10 of the Companies
(Acceptance of Deposits) Rules, 1979 together Form 62.
20D.section 620A; Application for declaration as nidhi company shall
be made to the Central Government in Form 63.
20E.section 620A; Application for opening branch or branches by a
nidhi company, pursuant to notification number GSR 555(E) dated
26th July 2001, shall be made to the Central Government in Form
64.
20F; - Applications for extension of time or exemption under section
58A(8) and information and explanation on reservations and
qualification contained in the cost audit report by a company under
section 233B(7) of the Companies Act, 1956 shall be made to
the Central Government in Form 65.
(vi) in rule 22, after the second proviso, the following proviso shall be
inserted, namely:-
Provided also that, where application is filed through electronic
media or through any other computer readable media, the user may
choose any one of the following payment options namely, (i) Credit
Card; or (ii) Internet Banking; or (iii) Remittance at the Bank Counter
or (iv) any other mode as approved by the Central Government. The
requisite fee as specified in the Companies (Fees on
Applications) Rules, 1968 shall be payable through any of the
accredited branches of the following Banks:
(a) Punjab National Bank
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 Academic Guidance
(b) State Bank of India
(c) Indian Bank
(d) ICICI Bank
(e) HDFC Bank
ANNEXURE A
Annexure A contains the text of e-Forms. For the text of new e-
Forms please visit CS Update section of our web-site www.icsi.edu.
You may also visit www.mca.gov.in
IV. COMPANIES (DIRECTOR IDENTIFICATION NUMBER)
RULES, 2006
The Central Government has, pursuant to the provisions of sections
266A, 266B & 266E of the Companies Act, 1956, notified
the Companies (Director Identification Number) Rules, 2006, vide
Notification No. G.S.R.649(E) dated October 19, 2006. These rules
have come into force from November 01, 2006.
The salient features of the Companies (Director Identification
Number) Rules, 2006 (hereinafter referred to as Rules) are as under:
Every individual who is an existing Director or intends to be
appointed as Director of a Company, is required to apply for Director
Identification Number (DIN) in Form No. DIN-1.
This application is to be made electronically through the portal on
the website of the Ministry on which Form No. DIN-1 can be accessed.
A provisional DIN is generated by the system, which remains valid for
a period of sixty days. The applicant is then required to make a formal
application to the Central Government for allotment of regular DIN
within sixty days from the date on which provisional DIN is generated.
For making the application, printout of Form No. DIN-1 is to be taken
out, the photograph of the Director concerned is to be affixed in the
space provided, true copies of proof of identity and proof of residence
are to be enclosed and the form is to be physically signed in the space
provided. The photograph along with copies of proof of identity and
proof of residence are to be duly certified by any one of the following
authorities:
a) Gazetted Officer of the Central or State Government;
b) Notary Public;
c) Chartered Accountant, Company Secretary, Cost & Works Ac-
countant holding a certificate of Practice
d) Company Secretary in full time employment of the concerned
company
The application is then to be submitted to the Central Government
[presently, MCA DIN Cell, PDIL Bhawan, Sector-1, A-14, Noida, Uttar
Pradesh-201301] alongwith a fee of Rs.100/-. However, applications
made before June 30, 2007 are exempted from payment of fees.
Individuals who have obtained provisional DIN prior to the
notification of the Rules, are allowed a period of sixty days from the
date of notification of the Rules to make an application to the Central
Government for allotment of regular DIN.
The Central Government shall process the applications and
communicate approval or rejection thereof within a period of one month
from the receipt of such application. DIN allotted to individual(s) by
the Central Government before the commencement of these Rules
shall be deemed to have been allotted under these Rules.
The DIN allotted to a Director is valid for the life-time of such Director
and shall not be allotted to any other person during his life-time.
A Director is required to intimate his DIN to the company or all
companies wherein he is Director, in Form No. DIN-2, within one month
of receipt of DIN. Where DIN has been allotted to a Director by the
Central Government before the commencement of these Rules, the
concerned Director should, in such a case also, intimate the same to
the company in Form No. DIN-2. Such intimation
should be given within 30 days of the coming into effect of the
Companies (Director Identification Number) Rules, 2006.
Every company is required to furnish details of DIN within one week
Student Company Secretary
of the receipt of information from the Directors to the Registrar of
Companies in Form No. DIN-3 duly certified by a Company Secretary
in full time employment of the concerned company or by a Company
Secretary in practice along with fees as prescribed under Schedule X
of the Act. However, companies furnishing details of DIN
on or before June 30, 2007 shall be exempted from payment of fees.
In the event of any change in the particulars of any Director as
stated by him/her in Form No. DIN-1, the Director concerned shall
intimate such change to the Central Government in Form No. DIN-4
within a period of 30 days of the change. This form is to be filed
physically, duly signed along with copy of proof of changed particulars
duly certified. The certification can be done by any of the authorities
authorized to certify proof of identity and proof of residence for purposes
of Form No. DIN-1. The concerned Director will also intimate such
change to the company or companies where he is Director. No fees is
payable with Form No. DIN-4.
The Central Government shall after due verification of changed
particulars from the enclosed proofs,incorporate the said changes and
inform the director by way of a letter issued by post or electronically
or in any other mode confirming the effect of such change in the
electronic data-base maintained by the Ministry.
These Rules and the relevant forms i.e. DIN, DIN 2, DIN 3 and
DIN 4, are available on the website of Ministry of Company Affairs
www.mca.gov.in.
V. THE COMPANIES (AMENDMENT) REGULATIONS, 2006
In exercise of the powers conferred by sub-sections (5) and (8) of
section 25 and sub-section (2) of section 609 read with sub-section
(2) of section 610A of the Companies Act, 1956 (1 of 1956), the Central
Government vide notifications no. GSR 157(E) dated 16.03.2006,
GSR 497(E) dated 21.08.2006 and GSR No. 556(E) dated 14.9.2006
issued The Companies (Amendment) Regulations, 2006, The
Companies (Second Amendment) Regulations, 2006 and the
Companies (Third Amendment) Regulations, 2006 respectively.
According to these amendment regulations the applications/
documents/notices required to be sent under these regulations may be
sent in electronic manner. Any certificate/licence/receipt required to e
given by Registrar of Companies may be given in electronic manner.
Every document which is required to be registered with Registrar
of Companies may be given in electronic manner.
Every document which is required to be registered with Registrar
of Companies must bear valid digital signatures and should have unique
number assigned to the document. The regulations provide validity to
online inspection facility.
The regulations provide that :-
1. after Part E, the following shall be added, namely : -
PART F
Application, documents, licence, etc in the electronic manner.
27. Any application or document or notice or declaration or state-
ment required to be made or filed or furnished or sent or given,
as the case may be, by any person under these regulations may
also be made or filed or furnished or sent or given, as the case
may be, in the electronic manner :
Provided that the provisions of this regulation shall not be applicable
to the provisions of regulations 10 and 11 of Part C of these regulations.
28. Any certificate, licence, receipt or endorsement required to be
given or granted or made or signed or acknowledged, as the case
may be, by Regional Director or Registrar of Companies, may
also be given or granted or made or signed or acknowledged, as
the case may be, in the electronic manner.
29. Any document required or authorised to be registered, recorded
or filed by or with the Registrar of Companies under these
regulations may be registered, recorded or filed by him in the
electronic manner, subject to the compliance of the requirement
of regulation 18 of Part E of these regulations.
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 Academic Guidance
30. The register or index required to be maintained by the Registrar
of Companies pursuant to these regulations may also be
maintained in electronic manner.
31. The inspection of documents registered, recorded or filed
with Registrar of Companies may also be made in electronic
manner through payment of fee in a manner as may be
prescribed..
2. for regulation 19, the following shall be substituted, namely :
19(1) The following particulars shall be endorsed and maintained elec-
tronically or otherwise on every document registered, recorded
or filed with the Registrar :
(i the number assigned to the company in the Register of Com-
panies maintained by Registrar in pursuance of subregulation
(1) of regulation 21 ;
(ii) a unique number assigned to the document ; and
(iii) the date on which it is registered, recorded or filed.
(2) Every endorsement referred to in sub-regulation (1) shall
either
(i) be signed by the Registrar, and in such case, shall bear his
official seal ; or
(ii) be authenticated through a valid digital signature generated
by computer system, in case of electronic documents.
(3) If the endorsement aforesaid cannot be conveniently entered into
on the document itself,
(a) in the case of a physical document, it shall be made on a
separate sheet which shall be attached to the document with
a note regarding such attachment being made on the docu-
ment in question and signed by registrar;
(b) in the case of an electronic document, such endorsement
be authenticated through a valid digital signature generated
by computer system.
3.(i) for regulation 25, the following shall be substituted,
namely:
25. (1) Any person who wishes to inspect a document registered,
recorded or filed by or with the Registrar in pursuance of the Act, shall
apply to him for the purpose alongwith fee prescribed in that behalf
under clause (a) of sub-section (1) of section 610 of the Act.
(2) The applicant shall be allowed to inspect the document, which do
not form part of the electronic registry, only in presence of the
Registrar or of a person authorised by him in this behalf, and only
during office hours.
(ii) for regulation 31, the following shall be substituted,
namely :
31 The documents registered, recorded or filed with the Registrar
electronically or documents which have been scanned and digitized
and form a part of the electronic registry shall be available for inspection
only in electronic manner on payment of fee as prescribed under clause
(a) of sub-section (1) of section 610 of the Act.
VI. THE COMPANIES (ELECTRONIC FLING AND
AUTHENTICATION OF DOCUMENTS) RULES, 2006
[Issued by the Ministry of Company Affairs, Published in the Gazette
of India, Extraordinary, Part II, Section 3(i), vide GSR No. 557(E) dated
14.9.2006.]
In exercise of the powers conferred by clause (a) of sub-section
(1) of sections 642 and 610B read with sections 610A and 610E of the
Companies Act, 1956 (1 of 1956), the Central Government hereby
makes the following rules, namely,
1. Short Title and Commencement
(1) These rules may be called the Companies (Electronic Filing and
Authentication of Documents) Rules, 2006.
(2) The Central Government hereby appoints the 16th day of Sep-
tember, 2006 as the date on which the provisions of these rules
shall come into force.
Student Company Secretary
2. Definitions
In these rules, unless the context otherwise requires,
(a) Act means the Companies Act, 1956 (1 of 1956) ;
(b) Certifying Authority means a person who has been granted
a licence to issue a Digital Signature Certificate under sec-
tion 24 of the Information Technology Act, 2000 (21 of 2000);
(c) digital signature means authentication of any electronic
record by a subscriber by means of an electronic method or
procedure in accordance with the provisions of Section 3 of
the Information Technology Act, 2000 ;
(d) Digital Signature Certificate means a Digital Signature Cer-
tificate issued under sub-section (4) of section 35 of the In-
formation Technology Act, 2000 ;
(e) e-Form means a form in the electronic form as prescribed
under the Act or rules made thereunder and notified by the
Central Government under the Act ;
(f) electronic record means, electronic record as defined un-
der clause (t) of Section 2 of the Information Technology
Act, 2000 ;
(g) electronic registry means an electronic repository or stor-
age system in which the information or documents are re-
ceived, stored, protected and preserved in electronic form ;
(h) Electronic Mail (e-mail) means messages sent, received
or forwarded in digital form via a computer-based communi-
cation mechanism ;
(i) Registrar means a registrar as defined under sub-section
(40) of section 2 of the Companies Act, 1956 ;
(j) Registrars Front Office means an office maintained by the
Central Government or an agency authorised by it to facili-
tate efiling of documents into the electronic registry and their
inspection and viewing ;
(k) web means the world wide web, as defined in the Informa-
tion Technology Act, 2000;
(l) website means a location connected to the Internet that
maintains one or more web pages ;
(m) words and expressions used in these rules and not defined
shall have the meaning respectively assigned to them in the
Companies Act, 1956 and the Information Technology Act,
2000 (21 of 2000).
3. Filing and Authentication in the Electronic manner
(1) Every e-form or application or document or declaration re-
quired to be filed or delivered under the Act and rules made
thereunder, shall be filed in computer readable electronic
form, in portable document format (pdf) and authenticated
by a managing director, director or secretary or person speci-
fied in the Act for such purpose by the use of a valid digital
signature:
Provided that where documents are required to be filed on Non-
Judicial Stamp Paper, the company shall submit such documents
accordingly in the physical form, in addition to their submission in
electronic form.
(2) Every managing director, director or secretary or person
specified in the Act for authentication of e-form, documents
or application, etc., which are required to be filed or delivered
under the Act or rules made thereunder, shall obtain a digital
signature certificate from the Certifying Authority for the
purpose of such authentication and such certificate shall not
be valid unless it is of Class II or Class III specification under
the Information Technology Act, 2000.
4. Maintenance of Website
The Central Government shall set up and maintain
16 April 2007
 Academic Guidance
(i)
a website or portal to provide access to the electronic registry; EXAMINERS OBSERVATIONS AND COMMENTS
and, ON THE PERFORMANCE OF EXAMINEES IN
(ii) as many Registrars Front Offices as may be necessary and DECEMBER 2006 EXAMINATION*
at such places and for such time as Central Government The December 2006 session of the Company Secretary Course
may determine from time to time, for filing of application e- Examination was held from 26th December, 2006 to 3rd January, 2007.
Forms, documents and applications, etc., viewing and The pass percentage for all papers both for Intermediate and Final Courses
inspection of documents in the electronic registry. have been compiled and given in Table A hereunder for the information of
5. Maintenance of Electronic Registry the students. Though the pass percentage showed good performance by
the candidates, yet some candidates were not able to clear the examination
(1) The Central Government, shall set up and maintain a secure due to various drawbacks in their answers. Therefore, it would be beneficial
electronic egistry in which all the documents filed for these candidates to know the general weakness/drawbacks in their
electronically shall be stored. The electronic registry so set answers. Although, it is not possible to give comments on each and every
up shall enable public access and inspection of such candidates answer scripts, some common drawbacks based on the
documents as are required to be in the public domain under comments and observations noted by the examiners have been culled
the Act on payment of the fees as prescribed under the Act and given paper-wise hereunder for information of the candidates so as
or the rules made thereunder. to enable them to overcome their deficiencies and improve their
(2) Every document or application or certificate or notice, etc., performance in the forthcoming examination.
required to be signed by the Registrar or an officer of the Table A
Central Government under the Act or rules made thereunder,
Statement Showing the Percentage of Candidates Passed in
shall be authenticated through a valid digital signature of December 2006 Examinations
such person or a system generated digital signature.
(3) The Registrar or the Central Government, as the case may Subjects Percentage of Candidates
be, may send any communication either to the company or Secured
its authorized representative, directors or both in the 40 to 49 % 50 % and
electronic manner for which the company shall create and marks above
maintain at all times a valid electronic address (e.g., E-mail, marks
user identification, etc.) capable of receiving and INTERMEDIATE COURSE
acknowledging the receipt of such communication,
automated or otherwise. 1 General and Commercial Laws 16.2 65.9
6. Issue of certificate, Approval, etc. in the Electronic Manner 2 Company Accounts and Cost 16.7 25.4
& Management Accounting
The Registrar or the Central Government shall issue certificate,
3 Tax Laws 17.7 37.0
licence, receipt, approval or communicate endorsement or
acknowledgement in the electronic manner : 4 Management Information 21.2 60.5
Systems and Corporate
Provided that where the Registrar or an officer of the Central Communication
Government, as the case may be, is not able to issue any certificate,
5 Company Law 19.4 60.6
licence, receipt, endorsement, acknowledgement or approval in
electronic manner for the reasons to be recorded in writing, he may 6 Company Secretarial Practice 22.0 52.7
issue such certificate, licence, receipt, or communicate endorsement, 7 Economic, Labour and 27.1 44.1
acknowledgement or approval in the physical form under manual Industrial Laws
signature affixing seal of his office. 8 Securities Laws and Regulation 21.7 53.6
VII. INVESTOR EDUCATION AND PROTECTION FUND of Financial Markets
(AWARENESS AND PROTECTION OF INVESTORS) FINAL COURSE
AMENDMENT RULES, 2007
1 Advanced Company Law and 54.0 23.1
Notification No. G.S.R. 93(E) Dated 20-2-2007 Issued by Ministry Practice
of Company Affairs. In exercise of the powers conferred by clauses
2 Secretarial Practice Relating to 28.2 57.4
(a) and (b) of sub-section (1) of section 642 read with sub-section (3) Economic Laws and Drafting
of section 205C of the Companies Act, 1956 (1 of 1956), the Central & Conveyancing
Government hereby makes the following amendment further to amend
the Investor Education and Protection Fund (Awareness and Protection 3 Secretarial, Management and 36.9 51.6
of Investors) Rules, 2001, namely: Systems Audit
4 Financial, Treasury and Forex 41.8 28.3
1. (1) These rules may be called the Investor Education and Pro-
Management
tection Fund (Awareness and Protection of Investors)
Amendment Rules, 2007. 5 Corporate RestructuringLaw 31.1 58.5
and Practice
(2) They shall come into force on the date of their publication in
6 Banking and Insurance--Law 38.5 51.4
the OfficialGazette.
and Practice
2. In the Investor Education and Protection Fund (Awareness and
7 World Trade Organisation-- 30.0 57.1
Protection of Investors) Rules, 2001, in rule 7, in sub-rule (1), International Trade, Joint Vent-
clause (f), shall be re-lettered as clause (g) thereof, and before ures and Foreign Collaborations
clause (g) as so re-lettered, the following clause shall be inserted,
namely: 8 Direct and Indirect Taxation-- 46.1 43.8
Law and Practice
"(f) Proposals for setting up of institutional arrangements or
infrastructure for taking up programmes; projects and action plans Human Resource Management 39.7 45.6
and Industrial Relations
keeping in view the objectives and expenditure relating thereto,
including research and training activities. *Compiled from Examiners Report

Student Company Secretary 17 April 2007

 Academic Guidance
INTERMEDIATE COURSE
1. GENERAL AND COMMERCIAL LAWS
In this paper, the overall performance of candidates was just
satisfactory. The candidates displayed lack of knowledge in
Constitutional Law. Relevant sections and case laws were not
mentioned in majority of the answers. Candidates lacked in clarity of
thought and logical presentation while answering problem oriented
questions giving inadequate legal reasoning. Many answered practical
questions without understanding them. Communication skills were also
very poor.
The general performance in the Question No.1 was very poor.
Candidates failed to quote the latest case law on the point. Many were
unaware of Article 22 dealing with preventive detention. Question No.
2 was not attempted by many. Systematic and logical presentation
was lacking. Majority could not answer Question No.3 correctly.
Question No.4 was more or less well attempted. The quality of answers
written was equally good. The performance of the candidates in
Question No.5 was not up to the mark. Most of the candidates failed
to explain rule of reasonable construction in Question No.5 (a) and
specific performance of contract in Question No. 5(b). Answers written
to Question No.6 were very inadequate. Question No.7 was well
answered. Some candidates did exceedingly well writing good quality
answers and giving proper legal reasoning. The answers written to
Question No.8 (a) was not up to the mark. Questions No.8 (b) and
8(c) were explained in general way.
Candidates are advised to prepare seriously for the examination.
Along with study material, they should also read Bare Acts to have
thorough knowledge about the legal provisions. While dealing with
problem oriented questions, quote relevant legal provisions and support
your answers by giving sound legal reasoning. Read Student Company
Secretary, Chartered Secretary and other professional journals to
improve your communication skills as well as to keep yourselves
abreast of latest developments in the concerned area.
2. COMPANY ACCOUNTS AND COST & MANAGEMENT
ACCOUNTING
Performance of majority of the candidates was not satisfactory. In
many cases the elementary knowledge of accounting was severely
lacking. In theoretical questions, candidates showed their interest in
attempting straight questions and whenever there was a twist they
expressed their vulnerability and inability to tackle the issue. Candidates
could not fair well in attempting practical questions, whether in the
nature of journal entries, consolidation of accounts, or in tackling
financial concepts like ratio analysis. Many candidates could not
understand and appreciate the importance of working notes and some
had given the working notes at the end of the answer sheets and that
too without any reference to any questions.
In Question No.1(i) conceptual knowledge of the procedure for
issuing accounting standards was far from satisfactory. In part (v) some
candidates just showed format of the balance sheet without giving the
figures. In Question No 2(a) many candidates passed incorrect journal
entry for forfeiture of shares resulting which the amount to be transferred
to capital reserve was wrongly arrived. In part (b) purchase
consideration was wrongly calculated by majority of the candidates.
In Question No. 3 though candidates could pass journal entries in
part(a) for issue of debentures, in part (b) many candidates could not
prepare the minority interest, cost of control, unrealized profit on stock
etc. correctly due to which they failed to prepare the consolidated
balance sheet. In Question No 4(a) many candidates got confused to
explain correctly the terms pre-operative expenses and preliminary
expenses. Some candidates narrated pre-operative expenses as
operating expenses. In part (b) by and large, candidates could compute
the value of share by net asset method and yield method. In Question
No. 5, the theory questions especially the concept of social reporting
and flexible budgeting were answered in a casual way. Even many
candidates failed to evaluate the proposal using EOQ concept. In
Question No. 6 the merits of cost plus contract was not clear to many
Student Company Secretary
candidates. In part (b) many candidates could not recollect the various
formulae for arriving at the balance sheet figures. Only very few
candidates could derive the amount of Long- term Loans being the
balancing figure. In Question No. 7(b) candidates showed their lack
of knowledge in solving problem on marginal costing. Only very few
candidates could calculate the cash break-even point correctly. In
Question No. 8 (a) some candidates wrote the causes for divergence
between profit under cost accounts and financial accounts instead of
the need for reconciliation profit under cost accounts and financial
accounts. By and large majority of the candidates could prepare the
cash flow statement correctly.
Candidates should have good exposure in solving practical
problems so as to answer them precisely and with full confidence.
Theoretical questions need to be made clear by virtue of presenting
them in the form of points as far as possible. It is essential to brush
up the elementary concepts of financial accounting, cost and
management accounting. Candidates should do significant amount
of practice in solving the practical problems. While solving practical
questions the working notes should be shown as part of the answer.
3. TAX LAWS
The performance of candidates was not satisfactory as only 54.7
percent of the candidates could secure 40 percent or more marks.
The answers to theoretical questions were general in nature and written
without specific reference to the relevant provisions. Questions were
not solved with the required accuracy.
Question No.1 (a) was answered without the understanding of basic
concept of calculating Income tax. In part (b) many candidates could
not understood salary for the purpose of valuation of perquisite. Most
of the candidates were not aware of the provisions of Section 153 and
section 11 of the Income Tax Act and hence could not answer parts
(c) and (e). Candidates answered Question No.2 (a) very well. However
in part (c), candidates were not clear about the provisions of section
276C of the Income Tax Act. In Question No.3 (a) many of the
candidates could not answer part (ii) where part of the block of the
assets was destroyed by fire and failed to arrive the written down
value. In part (b) some candidates gave wrong tax calculations.
Answers to Question No.4 showed lack of practice and knowledge of
provisions of Wealth Tax Act and some candidates could not provide
the correct value of property as on 31.03.06 and solved the question
as per the provisions of calculation of Income from house properties.
Majority of the candidates were not aware of the re-assessment and
settlement provisions in part (b). While answering Question No.5 very
few candidates were aware of the provisions of advance payment of
tax under the Income tax Act. Candidates could not give exhaustive
list of documents to be attached for obtaining entry-outwards in answer
to Question No.6 (b). Answers to part (c) showed lack of in-depth
knowledge of Central Sales Tax Act. In Question No.7 (b) candidates
could not explain the nature and purpose of countervailing duty and
anti-dumping duty under Customs Tariff Act, 1975. In Question No. 8
(b) candidates failed to determine the assessable value on the basis
of maximum retail price.
Hard work and in-depth study are required for getting good marks
in professional examination and particularly in Tax Laws paper.
Relevant provisions of the concerned Act and case laws, wherever
required, may be quoted to score good marks. Candidates should
also be well versed with the latest amendments in the subject.
4. MANAGEMENT INFORMATION SYSTEMS AND
CORPORATE COMMUNICATION
The overall performance of the candidates in this paper was
satisfactory as 81.7% candidates secured 40 percent or more marks.
This paper is divided into two parts A&B. PartA deals with
Management Information System whereas Part-B deals with Corporate
Communication. It has been observed in MIS portion of the paper that
majority candidates attempted standard questions, while questions,
which require creativity and knowledge, were not attempted.
Candidates had shown lack of knowledge of basic technical concepts
of information technology. This reflected inadequate preparation for
18 April 2007
 Academic Guidance
examinations, poor reading habits of reference books and lack of
understanding of the questions. Corporate communication portion of
the paper showed lack of grip of the candidates on the subject along
with poor language and presentation skill.
The answers to Question No.1, on case study were attempted
correctly by most of the candidates. Candidates performance to
application oriented Question No.2 (i) on conversion of traditional file
system currently used in the company to a database system were
not satisfactory in most of the cases. Candidates answers to Question
No.3 (a) to explain various computer related terms and on part 3(b) on
Preparation of a note on the feasibility of mechanics and advantages
of video conferencing for consideration of board of directors' were
satisfactory. Attempts to Question No.4 (a) on true and false statements
and 4(b) on short notes were up to the mark by the majority. In part-B
of the paper on Corporate Communication, answers were not well
structured, brief, to the point and in correct English. Answers to
application oriented compulsory Question No.5 (a) on true and false
statements and 5(b) on corporate image were satisfactory. However,
some candidates failed to support their answers with proper reasoning
for true and false statements. Candidates performance in Question
No. 6 on comment on various statements were of average level.
Answers given by the majority candidates were of general nature. In
certain cases, answers were incomplete also. In Question No. 7(a) on
writing a note by Human Resource Manager to Vice President of the
Company to Implement Health Related Ideas for the benefit of
employee, candidates failed to justify reasons for setting up fitness
center in office premises. Few candidates did not use the right format
for memo writing. Answers to Question No.7(b) on stress management
were just satisfactory. Answers to Question No. 8 on distinction and
short notes were also satisfactory.
There is further scope to improve the performance in this paper.
MIS portion of this paper being technical one, expects from the
candidates, in-depth exposure and proper understanding of the subject
and precise answer to the question. In corporate communication portion
of the paper, there is need to improve presentation skill with correct
English and logical expression. To secure good marks in this paper,
candidates are advised to focus on thorough reading of the subject by
referring to reference material and develop conceptual clarity and
analytical ability for proper understanding of the subject. Candidates
are also advised to avoid reproducing the question, frame simple
sentences of English, put up correctly the serial number of question
answered by them and start the answer to the new question from the
fresh page to avoid confusion to the examiner.
5. COMPANY LAW
The overall performance of students in this paper was satisfactory.
However, it was observed that some candidates exhibited lack of factual
knowledge and practical application of provisions of law. While
answering, the relevant case laws and sections were not appropriately
quoted. Instead of the answers being precise and disciplined, at times
they were lengthy, vague and repetitive.
Question No.1 was attempted satisfactorily except part (v) relating
to deposits which was confused with Section 372A of the Companies
Act. Answers to Question No. 2(a) were very substandard as they
lacked conceptual clarity of red-herring prospectus and information
memorandum. Question No. 2(b) was answered fairly well. In Question
No. 3, the performance of the candidates was below average. Majority
of them did not attempt this question. The provisions of Section 210
relating to Annual Accounts and Section 42 relating to membership of
holding company were not clearly discussed while answering Question
No. 3(a) and 3(c) respectively. The performance of the candidates in
Question No. 4 was good except part (b) where the answers were
found to be ambiguous and incomplete. Though Question No. 5 was
answered well by some of the candidates, as the question required
practical application of Section 372A, many candidates could not
perform up to the expected level. Answers to Question No. 6 were
very general and lacked in-depth knowledge of the provisions relating
to the appointment of sole-selling agents in part (a). Performance in
Student Company Secretary
Question No. 7 was extremely poor as the answers were very vague
and the term inadequate profit was not properly understood. In
Question No. 8, candidates did not discuss the relevant case of Foss
v. Harbottle and a reference to Sections 106, 397 and 398 was not
dwelt upon.
The candidates are advised to make an in depth study of the
Company Law study material. For better performance, reference to
the relevant sections and case laws should be made while answering
the questions. The candidates are also advised to update their
knowledge continuously by referring to latest edition of standard text
books, economic dailies and other corporate journals.
6. COMPANY SECRETARIAL PRACTICE
The performance of the candidates in this paper was just
satisfactory. Candidates found lacking knowledge in drafting skills,
provisions relating to e-filing and the Companies Act.
In Question No.1 (a) relating to procedural aspect of incorporation
of companies was done fairly well but part (b) relating to drafting of
agenda aspect was not satisfactory. Most of the candidates gave
correct reasoning for need for redrafting but could not redraft the
resolutions correctly while attempting Question No.2. In Question No.
3, provisions regarding e-filing were missing otherwise attempted well
by candidates. Few candidates wrote the answers in casual manner
showing lack of procedural aspects. Regarding Question No. 4, very
few candidates could answer to the provisions of Secretarial Standards
issued by the ICSI. Drafting of the notices was not very satisfactory.
Question No. 5 was well attempted by majority of candidates. While
answering Question No. 6, many candidates performed correctly on
the given issues. Part (a) of Question No.7 pertaining to provisions
relating to auditors was attempted well by the candidates whereas
part (b) pertaining to provisions relating to sole-selling agents was far
from satisfactory. In Question No. 8, on short notes, candidates failed
in answering topics relating to e-filing and defunct companies.
Candidates are advised to keep themselves updated regularly by
referring to the students company secretary, chartered secretary and
latest reference books. Candidates should meticulously study the
provisions of the Act and understand the meaning and the applicability,
the sections. They are also advised to refer latest annual reports to
improve the drafting skills. Moreover, candidates should develop
analytical ability in solving practical problems. As regards writing of
answers in the examination hall, students are advised to read the
questions twice and understand the requirements of the question. They
should answer point wise with heading/sub-heading as per the
requirements of the question. Reference to respective provisions of
required Act/Guidelines alongwith case law are expected from the
candidates.
7. ECONOMIC, LABOUR AND INDUSTRIAL LAWS
The overall performance of the candidates in this paper was just
satisfactory. In general, conceptual clarity was missing and many of
the answers were not up to the desired level. In-depth knowledge of
the provisions of various Acts especially Foreign Exchange
Management Act, Trade Marks Act, Foreign Contribution Regulation
Act etc. was also missing. Candidates wrote answers in general manner
without supporting the answers with relevant statutory provisions and
case law.
Answers to Question No. 1 was attempted satisfactorily by majority
of candidates, except parts (ii) and (iii) relating to principles governing
temporary injunction and powers of the RBI to compound
contraventions of foreign exchange transactions which were lacking
in substance. In Question No.2 most of the candidates adopted casual
approach and wrote answers generally, without carefully understanding
the requirement of the questions. Further, many candidates could not
cite the decided case laws as required in the question. In Question
No. 3(a) candidates failed to substantiate their answers with reference
to provisions under FEMA. Answers to Question No. 4 were given in
a satisfactory manner in light of the relevant statutory provisions of
Trade Marks Act, Copyright Act and Patents Act. Though the answers
19 April 2007
 Academic Guidance
to Question No.5 were satisfactory and logically correct, relevant case
laws could have given more weightage. In Question No. 6(a) candidates
could provide the main provisions of Public Liabilities Insurance Act,
1991, however, in part (b) the provisions of the Environment Protection
Rules 1986 for environmental clearance and location of industries
missed the attention of the candidates. In Question No.7(a) candidates
performed satisfactory in discussing personal policies, contract
apprenticeship and industrial discipline but in part (b) many failed to
answer to the given situation in the light of relevant statutory provisions
and decided case laws.
Candidates are advised to read the requirements of the question
very carefully and reply accordingly addressing the relevant issues
therein. Candidates are expected to support their answers with relevant
statutory provisions and relevant case laws particularly in problem
solving questions. They are advised to continuously update their
knowledge to keep abreast of latest developments taking place by
referring to Chartered Secretary, Student Company Secretary latest
edition of recommended textbooks on the subject and relevant journals.
8. SECURITIES LAWS AND REGULATION OF FINANCIAL
MARKETS
Candidates in general showed lack of basic understanding of the
subject. It was observed that candidates were not thoroughly abreast
themselves of the latest changes and amendments taking place in
the area.
Question No.1 on short notes candidates showed lack of knowledge
on topics of securities audit and private equity fund. Further they had
shown only superficial knowledge about the concept of index futures.
In Question No.2(a) candidates in general were not familiar about
the method of calculation of net asset value. While distinguishing
between American option and European option, they showed their
unawareness in Part (c). In Question No.3(a) candidates could define
par value of shares but there was a general lack of understanding
about the terms and conditions related to denomination of the shares.
In part (b) the performance of the candidates was satisfactory but only
a few had knowledge about the concept on stop loss and clearing.
In part (c), the candidates were not able to explain the provisions of
clause 49 related to audit committee. The overall performance of the
candidates in Question 4(a) was very poor as they were not familiar
with credit rating symbols. Candidates were unaware of the penal
provisions for merchant bankers upon violation of SEBI norms on issue
of securities while answering part (d). Question No.5(a) on changing
scenario of the Indian financial system was very well attempted by a
majority of the candidates. In part (b) the candidates had knowledge
of the SEBI guidelines for rights issue but were unable to present the
answers in a systematic way. Candidates were able to present the
norms for entry of non-banking finance companies into insurance
business in Question No.6(a). Performance of the candidates in part
(c) was very poor as the candidates had little or no idea of the regulatory
measures to promote investors confidence in the Indian capital market.
Answers to part (d) was not satisfactory, there was a general lack of
knowledge about the placement memorandum. In Question No.7(a),
candidates did not show adequate knowledge of treasury bills. Part
(b) of the question on investment criteria for a foreign venture capital
investor was also very poorly answered.
This paper is subject to frequent and dynamic changes due to
amendments/developments in the securities market so candidates
are advised to be well aware and update about these developments
taking place to score good marks.
FINAL COURSE
1. ADVANCED COMPANY LAW AND PRACTICE
The overall performance of the candidates in this paper was just
satisfactory. The candidates showed lack of knowledge of the relevant
sections of the Act. Candidates were also unaware about the decided
cases to cite in the answers.
In Question No. 1(ii) candidates were unaware about the parties to
Student Company Secretary
whom the copy of petition is to be sent in addition to the respondent.
In Question No. 2(d) candidates could not comment on the concept of
One Person Company. Candidates confused while answering
Question No. 3(i) i.e. responsibility of diligence on the directors. In
Question No. 4(a), candidates were unaware about the contents of
the object clause of the memorandum of association of a public limited
company. In Question No. 5(a) candidates could not explain the
provisions regarding service of notice. The performance of candidates
in Question No. 6, was by and large satisfactory. In Question No.7(a),
the concept of balanced board of directors was not very clear to the
candidates, as answers were given vaguely rather specifically. The
performance of candidates in Question No.8 was generally satisfactory.
Candidates must develop precision in answering the questions, as
sometimes they write everything they know about the topic rather than
being to the point and specific. Candidates are advised to develop
good knowledge of all the relevant sections of the Act and the decided
case laws to substantiate the answers. They are advised to update
their knowledge continuously by referring to Chartered Secretary,
Student Company Secretary and other Corporate Journals.
2. SECRETARIAL PRACTICE RELATING TO ECONOMIC
LAWS AND DRAFTING AND CONVEYANCING
The overall performance of the candidates in this paper was
satisfactory as 85.6 per cent of the candidates could secure 40 per
cent or more marks. However, in certain questions candidates lacked
practical application and analytical approach. Some candidates failed
to quote relevant statutory provisions and cite relevant case laws to
support their answers.
In Question No.1, the answers were based on general reasoning
and were not supported by relevant case laws. In some cases,
candidates had scanty knowledge about legal provisions. The
performance in Question No. 2 was reasonably well. Most of the
candidates answered it correctly. Answers to Question No. 3 were
written fairly well. Most of the candidates performed well in this question.
Majority of the candidates attempted Question No. 4 correctly and
gave to the point answers. Question No. 5 was answered satisfactorily.
However, drafting skills were missing in some cases. Answers to
Question No. 6, lacked clarity and precision particularly answers to
part (a) as regards drafting of memorandum of appeal which required
originality in presentation and analytical application of mind. Answers
to Question No.7(a) for drafting tripartite agreement lacked clarity due
to poor drafting skills. However, answers to parts (b) & (c) were
attempted satisfactorily by most of the candidates. Answer to Question
No 8(a) for drafting specimen of irrevocable power of attorney was far
from satisfactory due to poor drafting skills and lack of knowledge. In
part (c) also for drafting specimen deed of surrender of lease the
contents were sketchy and unorganized.
Candidates can improve their performance in this paper by
concentrating on writing and drafting skills. They should refer to legal
documents, suggested readings on drafting and conveyancing for
improving their performance. Answers to problem based questions
should be supported by relevant case law. Candidates are advised to
write answers keeping into account requirements of the question and
not on guess work.
3. SECRETARIAL, MANAGEMENT AND SYSTEMS AUDIT
In this paper, the candidates exhibited reasonable academic
knowledge but lacked practical knowledge. Analytical ability was found
missing in most of the answers.
In Question No.1, the answers furnished were fairly reasonable
except in part (c) and (d) relating to the role of Company Secretary in
practice with regard to intellectual property rights and WTO issues
and the skills required for a Company Secretary in setting up
professional practice respectively. In Question No. 2(b), candidates
showed lack of knowledge of the provisions in respect of audit checks
to be exercised by a company secretary in practice for issuing
certificates. In Question No. 3(b) while attempting the process for
rematerialisation of securities, many relevant aspects were missing.
20 April 2007
 Academic Guidance
Majority of candidates were unaware of the features of SEBI (DIP)
Guidelines, 2000 with respect to green shoe option and the requirement
of stabilizing agent in Question No. 3(c). Satisfactory answers were
given for Question No. 4, as regards management audit, financial audit
and operational audit. Only few candidates attempted Question No. 5,
and candidates who attempted this question did not answer upto the
expected level. By and large satisfactory answers were given with
respect to Question No. 6, but majority of the candidates were not
comfortable in part (a) as regards definitions of certain terms with
reference to Cost Audit (Report) Rules, 2001. Question No.7, was
reasonably well answered as regards system audit.
Candidates are advised to maintain indepth understanding and
clear conception of the subject before appearing for examination.
Candidates need to remain updated with the changes in SEBI
Guidelines. Candidates are advised to have practical knowledge of
the subject by referring the latest annual reports of good companies
and financial dailies. Apart from this, the candidates should constantly
update their knowledge by reading Chartered Secretary and other
corporate journals, and accessing the websites of various regulatory
bodies like MCA, SEBI etc.
4. FINANCIAL, TREASURY AND FOREX MANAGEMENT
Though candidates in general showed satisfactory performance in
this paper, had they worked in a systematic manner their performance
would have been better this time.
Question No.1 being theory, was very well attempted by majority
of the candidates. Candidates showed below average performance in
Question No.2 as only a few of them could prepare the projected
working capital requirements. Detailed working notes were missing in
most of the answers. In part (b) calculation of standard deviation and
co-efficient of variation missed the attention of the candidates. Most
of the candidates failed to answer Question No.3(a) correctly as they
were unaware of the correct application of the formula. Similarly, in
part (b) they found difficulty in calculating the P/E ratio at which dividend
policy would have no effect on the value of the share. In Question
No.4 the performance of the candidates was found to be very good.
Almost all the parts were well attempted except part (b) relating to
caps and collars, in which the candidates presented very vague
thoughts. Very few candidates who attempted Question No.5 were
able to answer correctly. Majority of the candidates showed lack of
understanding about capital budgeting. Part (a) of Question No.6 on
calculation of leverages, was answered correctly by almost all the
candidates. But in parts (b) and (c) their performance was relatively
poor as candidates were found lacking in analytical skills and were in
doubt about the concepts. Question No.7 on writing notes on different
topics was well attempted by the candidates and their performance in
this question was very good.
Candidates are advised not to restrict themselves to the study
material only. They should also refer to standard text books and
financial dailies and have thorough understanding of the subjects for
conceptual clarity. They are also advised to practice practical problems
(numerical) relating to topics on financial management, forex and
treasury management to enhance their analytical skills for scoring
good marks.
5. CORPORATE RESTRUCTURING LAW AND PRACTICE
The overall performance of the candidates in this paper was
satisfactory except certain areas which required reference to relevant
sections of the Act and Regulations of SEBI. Practical approach to
theoretical concepts and reasoning was found missing in the answers
given by some candidates.
Question No. 1 was attempted satisfactorily by majority of the
candidates. By and large the performance in Question No. 2 was good,
barring few candidates who were not well versed with the general
obligations under the SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 1997. Question No. 3 was answered in an
average manner but the candidates did not cite the relevant case laws
and sections of the Act. Performance of most of the candidates in
Student Company Secretary
Question No. 4 was above average except part (c) which lacked in
depth knowledge of the principle relating to alteration of date in the
scheme of amalgamation. In answering Question No. 5 (a) and (c),
satisfactory knowledge was manifested but in part (b), the candidates
wrongly answered the question by stating that there were no fetters to
further acquisition of shares. In Question No. 6, the performance in
part (b) and (c) was fairly well but performance in part (a) was
disappointing as the candidates failed to explain the exceptions for
the concept of willing buyer and willing seller as regards valuation of
shares. Answers to Question No. 7 were unstructured and without
conceptual clarity. Though Question No. 8 was performed well by the
candidates, some of them failed to draft proper resolutions for approving
buy-back of shares.
Candidates are advised to follow an analytical approach while
answering the questions. Recent case laws and statutory provisions
wherever relevant, should be incorporated in the answers. Mentioning
the related rules, sections, forms, competent authority etc. will help in
securing better performance. Candidates should update their
knowledge by referring SEBI updates, Chartered Secretary, Student
Company Secretary and other corporate journals.
6. BANKING AND INSURANCE LAW AND PRACTICE
Candidates in general lacked knowledge of the precedents on the
subject. Some wrote irrelevant details to fill more pages of answer
books. It was observed that candidates did not study the subject
thoroughly to abreast themselves of the latest changes and
amendments taking place in the law.
Being practical question candidates faired well in Question No.1
but in part (i), many candidates were unable to calculate net working
capital correctly. Some candidates lacked analytical skills while
answering this question. In Question No.2 except part (iii) relating to
non-legal remedies for improving the recovery management by banks,
all other parts were well answered. Very few candidates attempted
part (iv) of Question No.3 relating to truncated cheque and even those
who attempted to answer this part had only a vague idea of the same.
In Question 4(a)(iv) many candidates could not elaborate about the
5Cs and 3 Rs related to banking. Question No.5(a) and (c)(iii) were
not satisfactorily answered by the candidates. In part (d) the candidates
had knowledge of the insurance industry but were unable to give the
reasoning to present the answer satisfactorily. In Question No.6(a)
candidates were able to present the perils covered under the standard
fire and special perils policy and in part (b) candidates could
comfortably present the rights and duties of an agent. In Question
No.7 (iv) candidates found confused relating to the types of marine
policy. Only few candidates could attempt Question No.8(iii) relating
to credit derivatives.
This being a dynamic subject attracting many amendment/changes
in banking as well as insurance, candidates are advised to be well
aware and update about the latest developments taking place in this
arena.
7. WTO INTERNATIONAL TRADE, JOINT VENTURES AND
FOREIGN COLLABORATIONS
Candidates in this paper performed well. However, some candidates
were not able to display the requisite skills and conceptual clarity
expected at final level.
Overall performance in Question No.1 was good. Candidates could
not correctly fill the table in Question No.2(a) to highlight the trading
blocks representing differing levels of regional integration. Answers to
Question No.3 were attempted well. Candidates displayed the requisite
skills to deliver satisfactory answers. In Question No.4(a) candidates
knowledge of the GATS was far from satisfactory. In answers to
Question No.5(c) candidates failed to highlight the conduct test and
performance test in addition to the structural test. Candidates could
give short answers in a satisfactory manner for Question No.6. Lack
of drafting skills were noticed in answers to Question No.7(b) for drafting
21 April 2007
 Academic Guidance
technology transfer agreement. Many candidates specifically answered
Question No.8 (a) citing with reasons whether the given statement is
correct or incorrect.
Candidates are advised to have clarity of concepts and legal
developments taking place in international scenario as regards WTO,
International Trade etc.
8. DIRECT AND INDIRECT TAXATION LAW AND PRACTICE
Candidates by and large performed fairly in this paper as 89.9
percent of candidates could score 40 percent or more marks. However
in many cases lack the knowledge of relevant case laws and legal
provisions of the concerned Acts were noticed. Some candidates
resorted to answer the theoretical questions in a general way.
In Question No.1(a), as regards domestic company and foreign
company only few candidates could attempt the question and many
candidates misunderstood the question from company law angle. In
part (b), some candidates failed to calculate the total income of
company. In Question No.2, the fringe benefit tax liability and wealth
tax liability of companies were not explained correctly. In Question
No.3(i), many candidates mistaken the annual information return as
regular return under section 139 of the Income Tax Act and in part (ii)
revision of order was explained under section 264 instead of under
section 263 of the Income Tax Act. In Question No.4(a), generally
candidates could not state correctly the exception to the rule of duty
payable on removal under Central Excise Act. In part (b) many
candidates failed to highlight the provisions of section 12 of Customs
Act to levy customs duty. Many Candidates were not properly aware
of the taxable services of Company Secretaries in Question No.5(a)
and of section 14A & 14AA of the Central Excise Act. In Question 6(a)
provisional assessment under Central Excise Act was asked but many
candidates wrote about provisional assessment under Customs Act.
The CENVAT provisions were explained properly in Question No. 7(a)
but part (b) and (c) were answered casually without giving brief reasons
for admissibility. In Question No.8 (iv), many candidates could not
give correct answer while substantiating the given question.
Candidates are advised to read the questions carefully and answer
as per the requirements of the question. They should avoid writing
irrelevant provisions. Case laws may be mentioned wherever required
while answering the questions. Moreover the practical problems should
be solved according to the latest provisions applicable for the
examination.
9. HUMAN RESOURCE MANAGEMENT AND INDUSTRIAL
RELATIONS
The performance of the candidates in this paper was average.
Candidates did not display adequate knowledge of the subject. In
Human Resource Management portion (Part A), the candidates had
performed comparatively better than Industrial Relations (Part-B).
Though majority of the candidates gave satisfactory answers to
theoretical questions, the application of legal provisions in practical
questions was not found satisfactory.
Question No.1 was attempted well by majority of the candidates.
The quality of answers written as well as the presentation was good.
The performance in Question No.2 and 3 was average. Many
attempted Question No.4 displaying satisfactory performance. In
Question No.5 answers written by majority were not up the mark.
Question No.6 though attempted by majority, performance was fairly
satisfactory. In Question No.7 and 8, the performance was average
and the candidates lacked in knowledge about relevant legal provisions.
Candidates are advised to read the study material along with
suggested readings so as to have adequate knowledge about the
subject. They should read Bare Acts and latest case laws to have
knowledge about the legal provisions as well the knowledge of the
latest judicial decisions. Besides, they should read Chartered Secretary
and Student Company Secretary and other professional journals to
keep themselves abreast of the latest developments on the subject.
Candidates should write to the point answers and lay emphasis on
improving presentation skills to score more marks.

EMPANELMENT OF PRIVATE COACHING CENTRES FOR CONDUCTING ORAL

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

Student Company Secretary 22 April 2007

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

THE COMPETITION ACT ACT,, 2002

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

Student Company Secretary 25 April 2007

 Student Services
STUDENT SERVICES
REGISTRATION AND POSTAL TUITION
1. CANCELLATION OF REGISTRATION
Registration of students registered upto and including May, 2002
stands terminated on expiry of five-year period on 30th April, 2007
leading to the following immediate consequences :
(a) Supply of Student Company Secretary bulletin will be
discontinued from May, 2007 onwards.
(b) Response sheets will not be accepted even if submitted and
coaching completion certificates will not be issued (after the
expiry of registration period).
(c) They are advised to apply for registration de novo/extension
of registration as per the guidelines published in this
bulletin.
(Students whose registration was valid upto 28th February, 2007
are, however, eligible to appear in June, 2007 examination without
seeking extension of registration / registration de novo subject to
fulfilling other requirements laid down in the regulations.)
2. CHANGE OF ADDRESS
Change of address, if any, should be intimated to the Institute by
sending a separate letter in this regard. While intimating the change in
their mailing address, the students are advised to invariably quote the
PIN CODE number alongwith the student registration number, name
and full postal address with city, state in capital letters.
PIN CODE is required to be mentioned for quick delivery of the
mail. Students may, therefore, check up the computerised mailing
address as printed on the Student Company Secretary bulletin.
In case, it does not carry or carry the wrong PIN CODE number,
the same may be intimated immediately quoting student registration
number and full postal address with Postal Index Number so that it
could be incorporated in the computerised mailing list.
3. STUDENTS IDENTITY CARD
All the students appearing in the examination must hold Identity
Card in the manner prescribed by the Institute, if not already obtained
at the time of seeking registration. For obtaining the Identity Card,
students are advised to obtain a proforma from the Headquarters/
Regional Offices of the Institute and send it again to the Institute duly
filled up and attested as per instructions given in the prospectus/
registration letter.
Students who have so far not obtained Identity Cards are advised
to write to the Institute immediately. The students should carry their
Identity Cards without fail for appearing in the Institutes examination.
If the Identity Card already issued has been lost or mutilated, student
should send a request for obtaining duplicate Identity Card together
with the mutilated Identity Card/Identity Card proforma duly filled in
and attested together with Rs. 50/- towards duplicate Identity Card
fee.
4. COMPULSORY ENROLMENT FOR FINAL COURSE
Students who have passed/completed both groups of Intermediate
examination are advised to seek compulsory enrolment for undergoing
coaching for the Final course on payment of Rs.4200/- towards postal
tuition fee.
Please note that a student is admitted to the final examination only
after a minimum period of nine calendar months has elapsed since
his/her passing the Intermediate examination and subject to completion
of coaching and fulfillment of other requirements.
5. ISSUE OF ADMISSION CERTIFICATES FOR JUNE, 2007
EXAMINATION
The admission certificates for June, 2007 examination to all the
eligible students will be despatched by ordinary post latest by
Student Company Secretary
10.05.2007. Simultaneously, the Admit Card Extracts would also be
uploaded on the website of the Institute viz. www.icsi.edu.
All the students are hereby advised to carefully check up the
particulars viz. Name, Centre, Medium, Group, Exemptions granted,
etc. shown in the Admit Card Extracts which are available on the
website of the Institute. If they come across any discrepancy, it should
at once be brought to the notice of Mr. T P Balasubramanian,
Administrative Officer for verification/ rectification.
While the requests for duplicate Admission Certificates are promptly
being attended to by the Headquarters, students may, as per their
convenience, also download Admit Card Extract from the website of
the Institute which alongwith the Student Identity Card issued by the
Institute would be equally valid for appearing in the CS Examinations.
Alternatively, the students may approach Regional /Chapter/
Satellite Chapter Offices for issue of duplicate Admission Certificates
from 28th May, 2007 onwards.
6. CLARIFICATION REGARDING PAPERWISE EXEMPTION
(a) The paperwise exemption is granted only on the basis of
specific request received in writing from a registered stu-
dent along with the attested photocopies of marks sheets
for all parts of the Degree/examination (on the basis of which
the paperwise exemption is sought) and the exemption fee
@ Rs. 100/- per paper. It is one time payment and not to be
remitted for availing of paper wise exemption in every ses-
sion of examination during the validity of registration period.
(b) The application for claiming paperwise exemption must reach
the Institute on or before the last date for submission of en-
rolment application i.e. 25th March and 25th September for
June and December examinations respectively and with a
late fee of Rs. 100/-, the application can be accepted upto
9th April and 10th October respectively.
(c ) The paperwise exemption once granted holds good during
the validity of registration period or passing/completing the
examination, whichever is earlier.
(d) The paperwise exemption is cancelled only on receipt of a
specific request in writing from the student concerned on or
before the last date for submission of the enrolment applica-
tion. If any candidate appears in the exempted paper(s) of
examination without receiving the written confirmation from
the Institute, but by making personal representation, appeal,
request, etc., at the Examination Centre at the last moment,
his/her appearance in such paper(s) shall automatically be
treated as cancelled.
(e) It may be noted that candidates who apply for grant of paper
wise exemption or seek cancellation of paper wise exemp-
tion already granted, before the last date of submission of
enrolment applications for a particular examination, must see
and ensure that they receive written confirmation from the
Institute at least 15-20 days prior to the commencement of
the examination. Candidates who would presume automatic
grant or cancellation of paper wise exemption without ob-
taining written confirmation on time and absent themselves
in any paper(s) of examination and/or appear in the exempted
paper(s) would do so at their own risk and responsibility
and the matter will be dealt with as per the above guidelines.
(f) Exemption once cancelled on request in writing shall not be
granted again under any circumstances.
(g) The candidates who have passed either group of the Inter-
mediate/Final examination under the old syllabus, may claim
the paperwise exemption in the corresponding subject(s) of
new syllabus indicating the basis of exemption as APO in
the appropriate column of the enrolment application.
(h) In case the paperwise exemption has already been granted
on the basis of qualification or the candidates is eligible for
grant of exemption on the basis of securing 60% or more
marks, a photocopy of the letter/marks-sheet issued by the
Institute should be enclosed with the enrolment application
26 April 2007
 Student Services
while claiming such exemption, failing which the same may
not be granted for the ensuing examination. UNIFORMITY IN SIGNATURES
(i) No exemption fee is payable for availing paperwise exemp- It has been observed that some of the enrollment
tion on the basis of APO or on the basis of securing 60% applications/ letters received from the students are either
or more marks in the Institutes examination. unsigned or bear different signatures from time to time.
(j) Paperwise exemption fee is payable only when the exemp-
tion is to be availed on the basis of qualification(s) specified All the students are, therefore, advised to maintain
for the purpose. uniformity in their signatures on all the correspondence with
7. EXEMPTION FROM COMPUTER TRAINING the Institute including students identity card, enrolment
A student can be exempted from undergoing the course on the application and attendance sheet provided in the examination
basis of his existing qualification / degree in the computer field and hall at the time of writing the examination.
qualifies the need of Course Contents Syllabus as scheduled by
NIIT for C.S. Students, subject to the condition that he or she enrolls
himself / herself for an online exemption test (to be conducted by E-MAIL ADDRESS OF THE STUDENTS
NIIT) from any of the NIIT Center on all India basis and successfully Those students who are having e-mail address may communicate
clears the test. the same to the Students Services Section at dss@icsi.edu which
8. IMPORTANT will facilitate quick and economic communication from the Institutes
side. The e-mail address may be sent in the following format.
While making any correspondence regarding examination, the
students are advised to quote the following particulars for taking prompt Name :
action : Registration No. :
i) Name in full (ii) Student Registration number (iii) Stage of E-mail Address :
examination (Intermediate/Final) (iv) Group opted (v) Centre opted
(vi) Particulars of fee remitted, i.e. Demand Draft (printed) number,
date , amount, name of the bank and its branch (vii) Date and mode of
despatch of enrolment application and their complete address with In our endeavour to provide prompt and efficient services to the
PIN code, telephone number, mobile number or e-mail address. student community, the overall status of all the registered students
of the Institute has been uploaded to the website of the Institute
In case of any specific problem/complaint regarding registration,
viz. www.icsi.edu. The information can be accessed as under:
post-registration, students services and postal/oral coaching, students
may contact personally or write to Sohan Lal, Joint Director and for . Visit the Home Page
academic guidance and suggestions, if any, students may write to
V K Aggarwal, Principal Director, at the Institutes address. . Click on the tab 'Overall Status' under the
Group 'Students'
ATTENTION STUDENTS! . Enter Full Registration Number
. Press Tab Key
Applicability of Latest Finance Act and other changes for
. Wait for the name to appear on the adjacent
Company Secretaries June 2007 Examination.
field
DIRECT TAXES
. Click on the tab 'Go'
All students may note that for the June 2007 Examination session,
in respect of Direct Taxes, the applicable Assessment Year shall The students may verify the particulars contained therein viz.
be 2007-08 (Previous year 2006-07). Student's Name, Father's Name, Date of Birth, Qualification, Paper-
wise Exemption (if any), Complete Postal Address with City, State
Thus, they will have to study Finance Act, 2006 for June 2007 and Pin Code, Postal/Oral Coaching Status, etc. In case, they
examination. Further, as per the syllabus, students are required come across any discrepancy and/or need any clarification/
to update themselves about all the Circulars, Clarifications, additional information/service, a written request may be sent to
Notifications issued by CBDT & Central Government, which come us by E-Mail as per the details given below:
in to effect on or before 6 months prior to the date of the respective 1. Query regarding Registration Status/
Examination.
Issue of Study Material, etc. for
Gift Tax Act has been excluded from the scope of examination (a) Intermediate Course ss_reg@icsi.edu
from June 1999 session onwards unless otherwise informed. (b) Foundation Course ss_fond@icsi.edu
(c) De-novo/Extension/Final Enrollment ss_post@icsi.edu
INDIRECT TAXES
2. Query regarding non-receipt of ss_misc@icsi.edu
Students appearing in the Tax Laws (Indirect Tax portion to the Registration Letter/ldentity Card/
extent of topics covered in the syllabus) and Direct and Indirect Student Company Secretary Bulietin/
Taxation-Law and Practice (Indirect tax portion) paper of the CS Foundation Course Bulletin, etc.
Intermediate and Final Courses respectively may take note of the 3. Query regarding paperwise exemption ss_enrol@icsi.edu
following changes applicable for June 2007 Examination:
4. Query regarding Coaching ss_coaching@icsi.edu
1. All changes made by the Finance Act, 2006. Completion Certificate/Suggested
2. All Circulars, Clarifications/Notifications issued by CBE&C/ Answers and Response Sheet status
Central Government which became effective six months prior 5. Query regarding issue of Admission dss@icsi.edu
to the date of examination. Certificate/Roll No. for Examinations, etc.

Student Company Secretary 27 April 2007

 Student Services
EXAMINATION
1. JUNE, 2007 EXAMINATION
The next examination for the Foundation Course, Intermediate and
Final, scheduled in June, 2007, will be held from Saturday, the
02nd June, 2007 to Sunday, the 10th June, 2007 at the 65 examination
centers, viz. , 1. Agra, 2. Ahmedabad, 3. Allahabad, 4. Ambala,
5. Aurangabad**, 6. Bangalore, 7. Bareilly**, 8. Bhilwara, 9. Bhopal,
10. Bhubaneswar, 11. Chandigarh, 12. Chennai (North), 13. Chennai
(South), 14. Coimbatore, 15. Dehradun, 16. Delhi (East), 17. Delhi
(North), 18. Delhi (South), 19. Delhi (West), 20. Ernakulam,
21. Faridabad, 22. Ghaziabad, 23. Gurgaon 24. Guwahati,
25. Hyderabad, 26. Indore, 27. Jaipur, 28. Jammu, 29. Jamshedpur,
30. Jodhpur, 31. Kanpur, 32. Kolhapur* 33. Kolkata (North), 34. Kolkata
(South) 35. Lucknow, 36. Ludhiana, 37. Madurai, 38. Mangalore,
39. Meerut, 40. Mumbai(CG), 41. Mumbai (GTK), 42. Mumbai (JOG),
43. Mysore, 44. Nagpur, 45. Nasik, 46. Noida, 47. Panaji, 48. Patna,
49. Pondicherry, 50. Pune, 51. Raipur, 52. Rajkot, 53. Ranchi,
54. Shimla, 55. Srinagar,* 56. Surat, 57. Thane,
58. Thirvananthapuram, 59. Tiruchirapalli, 60. Udaipur, 61. Vadodara,
62. Varanasi, 63. Vijayawada, 64. Visakhapatnam, 65. Yamuna Nagar
(Haryana) and one Overseas Centre Dubai as per the Time-Table
and Programme published on the last cover page of this issue.
NOTE:
1. *Kolhapur and Srinagar Examination Centres are opened
for June, 2007, December, 2007 and June, 2008 sessions
only purely on an experimental basis.
2. **Aurangabad and Bareilly Examination Centres will continue
for two more sessions, i.e. for June, 2007 and December,
2007 examinations on experimental basis.
3. The Institute reserves the right to withdraw any centre at
any stage without assigning any reason.
The addresses of the examination centres will be published in the
forthcoming issue of this bulletin for general information.
2. USE OF CALCULATORS IN EXAMINATIONS
Candidates are allowed to use their own battery operated noiseless
and cordless pocket calculators with not more than 6 functions, 12
digits and 2 memories. Exchange or lending/borrowing of calculators
among students will not be allowed in the examination hall.
3. HINDI AS AN OPTIONAL MEDIUM FOR WRITING THE
FOUNDATION, INTERMEDIATE AND FINAL
EXAMINATIONS
Candidates are allowed to use Hindi as an optional medium for
writing all papers of the Foundation (except English & Business
Communication paper), Intermediate and Final examinations on the
following conditions:
(i) option of Hindi Medium for writing the examination is to be
exercised for all papers of an examination OR a particular
group of examination, and not for any individual paper(s) in
the enrolment application form each time for appearing in
the examination;
(ii) option of medium for writing examination once exercised is
irrevocable for that particular session of examination;
(iii) answer books of candidates who write part of papers/answers
in one medium and the remaining part in other medium are
liable to be cancelled without any notice;
(iv) candidates who have exercised option of Hindi medium in
their examination enrolment form for writing Foundation
examination and Group-I of Intermediate examination will
be provided Question Papers printed both in English and
Hindi (except for English & Business Communication
paper, which will be printed/required to be answered in
English only). The Question Papers for Group-II of the
Intermediate examination and all papers of Final
examinations will be printed in English only;
Student Company Secretary
(v) if a candidate writes his/her answers in Hindi medium without
exercising such an option in the enrolment application form,
he/she may not be given credit for his/her answers;
(vi) candidates opting Hindi medium for the examination must
write HINDI MEDIUM in bold letters on the top of the cover
page of Answer Book No.1, 1B, as the case may be; and
(vii) candidates opting Hindi medium for the examination may
write answers to practical questions, headings, quotations,
technical and legal terms, sections, rules, etc., in English
medium, if they so desire.
4. IMPORTANT INSTRUCTIONS TO EXAMINEES
Candidates enrolled for appearing in the June, 2007
examinations are advised to carefully read and observe the
Instructions to Examinees printed on the Admission Certificate
(Roll Number) and enclosures thereto, and also on the Question
Papers and Answer Books. However, attention of candidates is
especially invited to the following instructions:
(i) on receipt of Admission Certificate (Roll No.), first of all, the
candidates must verify carefully the entries appearing therein.
Discrepancy/error, if any, in the Admission Certificate
concerning spellings of his/her name, stage of examination
and examination centre; medium of writing the answers,
subject of examination in which exemption was sought/
shown, etc., should, at once, be brought to the notice of the
Shri Sohan Lal, Jt. Director (Students Services) well on time
before commencement of the examination;
(ii) candidates are required to bring daily to the Examination
Hall their Admission Certificates and Student Identity Cards
failing which they may not be allowed admission to the
Examination Hall and/or to appear in the examination;
(iii) before attempting to write answers in the answer book,
each candidate must write his/her Roll Number on the
special slip affixed to Answer Book Nos. 1, 1-B and 1-C,
date of examination, stage of examination, name of the
paper, etc. against the relevant columns on the first page
of the main answer book and also on the top of Ques-
tion Paper;
(iv) candidates must attempt questions in accordance with
the directions given on each Question Paper. If the
questions are attempted in excess of the prescribed
number, only the questions attempted first upto the
required numbers will be valued and awarded marks and
the remaining questions will be ignored;
(v) Questions relating to graph/prcis should be attempted only
on graph/prcis sheets appended as last page to the Answer
Book wherever required. Do not write your roll number on
the Graph/Prcis Sheets and additional Answer Book No. 2.
The additional answer book(s) used, if any should be fastened
along with the main answer book. Candidates who fail to
observe this instruction will be penalised;
(vi) each question should start on a fresh page and
sub-question(s) be attempted consecutively;
(vii) while attempting a fresh question/sub-question, candidates
should distinctly mention respective question number against
the answer in bold capital letters with coloured sketch pen/
different colour ink and underline the same (e.g. ANS. TO
Q. NO. 3(A) on the left-hand side margin of the answer book
and also simultaneously mark (X) in the table provided on
the cover page against the respective question number;
(viii) candidates must not, for any reason whatsoever, tear out
any page(s) from the Answer Book or leave any blank page
or unused spaces in between the pages. If such spaces are
left score them out. If a candidate uses more than one answer
book, he/she should indicate on the cover page of main
answer book, the total number of answer books used by
him/her;
28 April 2007
 Student Services
(ix) candidates are expected to write precise and to the point
answers to questions set in for the examinations in neat
and legible handwriting citing relevant provisions of the
Act/rules quoting case laws, etc., in support of the
answers wherever applicable;
(x) no candidate shall leave/be allowed to leave the
Examination Hall (i) within first one hour of
commencement of examination; (ii) during last 15
minutes of examination timing; (iii) without signing the
attendance sheet; and (iv) without properly handing over
his/her answer books to the Invigilator on duty;
(xi) a few minutes prior to the time of conclusion of
examination or before handing over the answer books
to the supervisory staff, candidates must re-check and
ensure that they have filled up relevant particulars on
the cover page of Answer Book Nos. 1, 1-B and 1-C, as
the case may be, and properly tied up all the additional
answer book(s) No.2 along with the main answer book;
(xii) candidates should strictly adhere the instructions being
given by the Invigilator(s)/Supervisors in the Examination
Hall;
(xiii) candidates are strictly forbidden to carry with them into
the Examination Hall any book or printed/handwritten
material, notes, pager, mobile phone or any electronic
gadgets, etc., OR to talk or converse inter se with other
candidates in the Examination Hall;
(xiv) candidates are further strictly forbidden to copy from the
answer papers of any other candidate nor allow their answers
to be copied nor give nor attempt to give nor obtain nor
attempt to obtain irregular assistance of any description. It
will be the responsibility of each and every candidate to
ensure that his/her answers are not copied by another
candidate. Failure to do so will invite stern disciplinary action
and penalty for adoption of unfair means;
(xv) no candidate shall leave his/her seat in the examination
hall during the course of examination without specific
permission of the Invigilator on duty for any reason
whatsoever;
(xvi) on completion of examination or expiry of the prescribed
examination timing, the answer book(s) must be handed
over immediately to the Invigilator on duty and
Invigilators signature be obtained in the relevant column
of acknowledgement printed on the Admission
Certificate in token of handing over the answer books;
(xvii) it shall be the personal responsibility of the candidate
concerned to properly hand over his/her answer book(s)
to the Invigilator on duty in the Examination Hall and
obtain acknowledgement therefor. Any representation
regarding omission to handover the written answer
book(s) or not obtaining the acknowledgement from the
Invigilator at the time of handing over his/her answer
book(s) for any reason whatsoever will not be entertained
after the conclusion of that particular session of
examination;
(xviii)candidates are warned that any attempt to misbehave in
any manner or create disorderly scene in and around the
examination hall or harass or abuse or bodily harm the staff
deployed for the conduct of examination will be viewed seri-
ously and severely punished; and
(xix) any attempt or act of violation of Instructions to Examinees
shall be viewed seriously and entail disciplinary action under
the Company Secretaries Regulations, 1982.
Student Company Secretary
NOTIFICATION
ICSI NO. 2 OF FEBRUARY, 2007
MERIT-CUM-MEANS ASSISTANCE SCHEME, 1983
In pursuance of para 13 of the Merit-cum-Means
Assistance (Company Secretaryship Course) Scheme,
1983, as amended upto 15th October, 2006, applications
are invited to reach the Institute in the prescribed form on
or before 25th May, 2007 for award of 15 numbers of
financial assistance each for pursuing Intermediate and
Final course of the company secretaryship from students
who fulfil the eligibility criteria laid down under the said
scheme.
According to the scheme, a candidate applying for
assistance should have passed Foundation or Both
Groups of the Intermediate examination without
exemption in any paper, at one sitting, in the first attempt
in December, 2006 examination. The income of such a
candidate, if employed or is having an independent source
of income, should not be more than Rs.1,50,000/- per
annum and if he/she is dependent on his/her parents/
guardian/spouse whether partially or wholly, the combined
income from all sources should not be more than
Rs.2,50,000/- per annum.
Prescribed application form together with a copy of the
Merit-cum-Means Assistance (Company Secretaryship
Course) Scheme, 1983 can be downloaded from the
Institutes website www.icsi.edu or obtained by post from
the Institute free of cost by sending a self-addressed
envelope of 23 cms. x 11 cms. size duly affixed with
postage stamp worth Rs.10/-. Applications not made
on the prescribed forms and/or without supporting
documents, incomplete applications, applications not
fulfilling the eligibility criteria laid down under the scheme
or applications not reaching the Institute on or before 25th
May, 2007 are liable to be rejected.
BY ORDER OF THE COUNCIL
File No.207:Exams:2007
New Delhi 110 003 (N. K. JAIN)
Dated, the 28th February, 2007 Secretary & CEO
PROHIBITION ON CARRYING MOBILE
PHONES TO EXAMINATION VENUE
Candidates intending to appear in the Company Secretaries
examinations may note that carrying of Mobile phones,
pagers or any other communication devises are strictly
prohibited into the premises where Company Secretaries
examinations are conducted. Candidates are, therefore,
advised not to bring any such prohibited items to the
examination venue, as the Institute and/or the Examination
Centre Staff shall not be responsible for safekeeping of any
such item(s). Infringement of these instructions shall
tentamount to adoption of unfair means and entail
disciplinary action.
29 April 2007
 LIST OF RECOMMENDED BOOKS IN HINDI MEDIUM
INTERMEDIATE EXAMINATION
SUBJECTS TITLE AUTHOR'S NAME PUBLISHER
GROUP-I
General & Commercial Vyaparik Evam Samanya Vidhi Jain & Gupta Shree Mahavir Book Depot
Laws Vidhi Shastra Evam Vidhi Ke Sidhant Subba Rao Eastern Book Company
Madhyatham, Sulah Evam Anukalpi Avtar Singh Eastern Book Company
Vivad, Niptan Vidhi
(Law Relating to Arbitration, Conciliation
& Alternate Dispute Resolution)
Apkritya Vidhi (Laws of Torts) Basanti Lal Babel Eastern Book Company
Code of Criminal Procedure Basanti Lal Babel Universal Book Trader
Equity, Trust and Specific Relief G P Singh Central Law Agency
Sakshya Vidhi Murlidhar Chaturvedi Eastern Book Company
(Law of Evidence)
Company Accounts and Laagat Lekhankan Maheshwari & Mittal Shree Mahavir Book Depot
Cost & Management Prabandh Lekhankan Aggarwal & Aggarwal Shree Mahavir Book Depot
Accounting Laagat Lekhankan S.P. Jain, K L Narang & Shree Kalyani Publishers
L.C. Mittal
Advanced Accountancy-II C.L. Chaturvedi Shree Mahavir Book Depot
Management Accounting M R Agarwal Mayur Paperbacks
A-95, Sec.-5, Noida, UP
Cost Accounting- Dr. S N Maheshwari & Mahavir Book Depot
Theory & Problems Dr. S N Mittal
Prabandh Lekhankan M P Gupta & B M Aggarwal S. Chand & Company
Advanced Accountancy-II R L Gupta Sultan Chand & Sons
Advanced Accountancy-II M C Shukla, T S Grewal, S Chand & Company
M P Gupta, B M Agarwal
Tax Laws Students Guide to Income Tax V K Singhania Taxmann
Systematic Approach to Income Tax and Girish Ahuja & Ravi Gupta Bharat Law House Pvt. Ltd.
Central Sales Tax
Aayakar Adhiniyam Taxmann Taxmann
Aayakar Niyam Taxmann Taxmann
Apratayaksh Kar Yogendra Bangar Aadhya Prakashan Pvt. Ltd.
Vandana Bangar
Ayakar Vidhi Ke Tatva V K Batra Eastern Law House
Pratayaksh Kar, Dhan Kar evam Gupta & Gupta Shree Mahavir Book Depot
Uphaar Kar
Apratayaksh Kar Gupta & Gupta Shree Mahavir Book Depot
Management Information Prabandh Suchana Evam Nigam Sanchar Gupta & Gupta Shree Mahavir Book Depot
System and Corporate
Communication

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

Student Company Secretary 30 April 2007

 News and Announcements
TWENTY FOURTH TRAINING ORIENTATION PROGRAMME
NEWS AND ANNOUNCEMENTS On 26.2.2007 the 24th Training Orientation Programme conducted
by the Regional Council was inaugurated at ICSI-NIRC Building, New
EASTERN INDIA REGIONAL COUNCIL Delhi.
A K Srivastava Executive Officer, NIRC in his welcome address
PATNA CHAPTER explained the participants that TOP is designed for a specific purpose
CAREER AWARENESS PROGRAMME .i.e. before joining any industry/ Practising Company Secretary, where
the students should be trained.
On 21.3.2007 the Chapter organised a Career Awareness meet at
S Koley, Secretary, NIRC congratulated the participants for taking
Sadhna Devi Memorial College, Samastipur where students of +2 and one more step towards achievement of their objective .He explained
Graduation were informed about the career prospects and method of that to be a Company Secretary one needs to be a professional.
pursuing CS course by Raj Pal, Chapter Chairman and Bipin Kumar
He advised them to make sincere efforts in gaining appropriate
Choudhary, Chapter Official. The meet was well attended by over 60
knowledge suitable for the profession. He shared his practical
students. The address by the guest speakers was followed by a
experience with the participants. He mentioned that in the changing
question - answer session where the students raised various queries scenario of career constant updation is sine qua non. for a successful
which were duly replied by the speakers. career. He also shared his experience as a student .
NORTHERN INDIA REGIONAL COUNCIL On 2.3.2007 at the valedictory session A.K. Srivastava, explained
that during the five days the focus of NIRC was to train the participants
REGULAR CLASSES THROUGH INTERACTIVE before joining corporate sector. He invited their attention to the
relevance and importance of training.
LEARNING FOR DECEMBER 2007 EXAMINATION
Ashu Gupta, Regional Council Member, NIRC appreciated the
Date of Commencement of Classes : 16.04.2007*
efforts of the Institute for organizing such type of programmes. Its a
Venue: NIRC-ICSI, Prasad Nagar, New Delhi
kind of personality Development programme. While addressing she
FINAL
said that due to globalization, growing economy,e-governance,
Group Timings No.of Fees Days continuous updation as well as personality development is necessary.
Lectures She also mentioned about the success of the pehchaan to identify
program. She assured the participants of all assistance in future. She
Gr. I 7.30 12 Noon 90 Rs.4,000 Mon/Wed/Fri also distributed the training completion certificates to the participants.
Gr. II 3.00 7.00 P.M 100 Rs.4,300 Daily two lectures STUDENTS TWO DAYS WORKSHOP ON PEHCHAAN TO
Gr. III 7.30 12 Noon 110 Rs.5,000 Tue/Thu/Sat IDENTIFY
INTERMEDIATE On 19.2.2007 the two days workshop on the above topic was
organized by the Regional Council.
Group Timings No.of Fees Days
Chief guest on the occasion was Dr. G.B. Rao, Past President, the
Lectures
ICSI. The Guest of Honour was Raj Kumar Manglik, Chartered
Gr. I 7.309.30 A.M. 130 Rs.4,000 Daily one lecture Accountant of Ghari Group. Faculty members included Sunil Keswani
Gr. I 10.002.30 P.M 130 Rs.4,000 Daily two lectures and Ravish Bhateja, Corporate Trainers.
Supinder Kaur, a final year student was the programme Coordinator.
Gr. I 3.00 7.00 P.M 130 Rs.4,000 Daily two lectures
Introducing the theme Pehchaan. To identify Supinder Kaur
Gr. II 7.309.30 A.M 120 Rs.3,500 Daily one lecture explained that what Pehchaan means is to identify, what is not
Gr. II 10.00 2.30 P.M 120 Rs.3,500 Daily two lectures identified.
Gr. II 3.00 7.00 P.M 120 Rs.3,500 Daily two lectures The program was inaugurated by the Chief Guest , the Guest of
Honour followed by other dignitaries.
FOUNDATION
Satwinder Singh, Chairman NIRC in his welcome address
Timings No.of Fees Days mentioned that behind the programme is a team of the students and
Lectures complimented their efforts to organize the event at such a large scale.
7.30 9.30 A.M. 150 Rs.3,500 Daily one lectures He stressed on the relevance of soft skills. He emphasized on the
development of students academic and communication skills. He
10.00 2.30 P.M 150 Rs.3,500 Daily two lectures
pointed out that in this competitive environment, one has to keep pace
3.00 7.00 P.M 150 Rs.3,500 Daily two lectures with the changes which are undergoing in the environment. He said
(* Likely to be Extended) that application of knowledge is a key to success and to apply the
knowledge so gained, the relevance of soft skills cannot be undermined.
Note : Each lecture is of two hours duration. He encouraged the participants and congratulated them for their
l Admission on first come first served basis. l Commencement
participation in the programme.
of classes is subject to availability of sufficient number of
students in each batch. A batch ordinarily shall be of about 60 R K Manglik said that he felt very honoured and privileged on the
students. l The students undergoing Oral Coaching who qualify occasion and extended thanks to NIRC for giving him the opportunity.
the required Eligibility Tests need not to submit the response He emphasized that opportunity never waits and one has to grab the
sheets under postal tuition scheme. opportunity.
Interested students may deposit the fee at NIRC of ICSI, 4, Prasad G B Rao said that apart from hard skills one must have various
Nagar Institutional Area, New Delhi 110005 by Cash/Demand Draft soft skills, presentation skills, personal skills are very important and
in favour of the NIRC of ICSI payable at New Delhi. they are the need of this competitive environment .He stressed that to
Credit Cards are also accepted. be successful, the focus should be on the objective . He mentioned
For further details contact : Education Officer, NIRC of the ICSI. on the etiquettes to be followed while working in any environment.
Phones : 25769352; 25763090, 25767190 Fax : 011-25722662 E-
mail : niro@icsi.edu; icsi@eth.net He gave various examples of the Arjuna and Krishna and
encouraged the morale of students.
Student Company Secretary 31 April 2007
 News and Announcements
On 22.2.2007 at the valedictory session the chief guest was Rajat
Prasad, CARRO Investors. The faculty members were Sunil K.
Ashwani and Ravish Bhathija.
S. Koley, Secretary, NIRC while addressing on the occasion
mentioned that learning is a process which never ends. He mentioned
that there is a lot of difference between academic learning and the
practical application of the same. He stressed upon the students to
fix the objective, search for the ways of achieving the objective and
then start acting on the same. He emphasized that soft skills are very
important. He offered his best wishes to participants.
Hitender Mehta, Vice Chairman, NIRC while addressing the
participants mentioned that it is the matter of pride and pleasure to
be here. He stressed that in this competitive environment and the
changes going on, we all have to be the leaders of the change. The
role of company secretary is very important. He shared his experience
when he was a student. He appreciated the faculty members. He
also encouraged and boosted the morale of the students.
Satwinder Singh, Chairman, NIRC mentioned that the course of
company secretaryship is a distance learning programme. For the
development of the students, both hard skills as well as the soft skills
are required. He emphasized on the need of soft skills. He gave
assurance for organizing these type of programmes in future also. He
also mentioned that for the benefit of students, the Institute is giving
ADP certificate to them. He stressed on the confidence and positive
thinking.
Rajat Prasad, in his address emphasized that confidence is
necessary in this competitive world and can be achieved through hard
work and dedication. He emphasized the need of development of soft
skills. He offered his good wishes to the participants.
Satwinder Singh then invited the participants to express their views
on the utility of the programme. He appreciated and offered thanks to
the faculties. He mentioned that the programme would not have been
the success without the efforts of the managing team.
The hard work of the team of students who conducted the
programme was also acknowledged and encouraged by the chief guest.
While concluding A.K. Srivastava also encouraged the students and
requested them to keep doing the good work.
VALEDICTORY FUNCTION OF 104TH SMTP
On 17.2.2007 the Regional Council conducted the valedictory
function of the SMTP.
Ashu Gupta, Chairperson, SMTP Committee of NIRC in her
welcome address mentioned that all the participants are torch bearers
of the profession and it is a matter of pride and responsibility of all the
participants to take the profession to newer heights. She emphasized
that multidisciplinary firms with CAs and others would now be possible
with limited liability partnerships and there will be greater scope for
the Company Secretaries. She offered good wishes to the participants
for their upcoming career.
S. Kumar, Senior Director, Training, Membership and Legal briefed
the training requirements of the CS Course to Madhur Narain, Advisor,
DIT. He also explained that the purpose of SMTP is to create
confidence, develop contacts with senior faculties and to create batch
hood concept. He also mentioned that the Institute is holding residential
SMTPs at CCRT and ICSI is planning this for Regional Councils also.
He emphasized on the soft skill requirements and updation on regular
basis.
Satwinder Singh extended warm welcome to Madhur Narain and
thanked him for his contribution for Noida building. He thanked him for
sparing time to give his blessings to the participants. He explained the
concept of SMTP and reason for its introduction. He also emphasized
the soft skills and mentioned that in order to compete with other
professionals soft skills are required. He also invited suggestions from
the participants to improve the SMTP further. He mentioned that hard
work is a key to success and that Company Secretary is placed on a
Student Company Secretary
beautiful platform having easy access to the top management. He
stressed that excellence is a journey towards perfection which never
ends. He asked the participants to excel in their respective fields. He
appealed to the participants to contribute to the benevolent fund and
advised them not to treat it as burden but benevolence. He extended
best wishes to the participants.
Madhur Narain at the outset expressed his thanks to NIRC-ICSI
for giving him the opportunity to share his views on this auspicious
occasion. He mentioned that as a professional, job never ends. It is a
continuous process. He mentioned that in the mergers &
amalgamations, IPOs growing stock market, a company secretary
has a wider role to play. Company Secretary is a watchdog and also
an advisor to the board. Company Secretary is expected to provide
value added services to the management. He shared his experience
with the participants and stressed upon the positive thinking,
professional ethics etc. At the end he extended his best wishes to the
participants.
SMTP Completion certificates and medals were distributed to the
participants. Parul Mittal and Aditya Singh Yadav were adjudged as
the Best Participants.
S. Koley, Secretary, NIRC stressed that to be a professional,
utilization of knowledge is very important. Everything is not in the books.
Interpretation in the right spirit is essential.
STUDENTS TALK ON UNION BUDGET
On 2.3.2007 a Students Talk on Union Budget was held at ICSI-
NIRC Building, New Delhi. Guest speaker J.K. Bareja, FCS while
addressing the participants briefed them about the highlights of the
union budget 2007-08 the stress of which was on the changes in the
direct taxes. He enlightened the participants that the threshold limit of
exemption in the case of all assesee is increased by 10,000 thus giving
every assessee a relief of Rs. 1,000 in case of women assessee the
threshold limit is increased from Rs. 1,35,000 to Rs. 1,45,000 and
incase of senior citizen from Rs 1,85,000 to Rs. 1,95,000 . He also
discussed various other changes in direct taxes.
The programme was well attended by approx 90 students.
Participants found the programme very useful.
ICSI - MOTHER TERESA INSTITUTE OF MANAGEMENT &
VOCATIONAL STUDIES
ORAL COACHING CLASSES FOR INTERMEDIATE
GROUPS I & II* - DECEMBER 2007 SESSION
Oral Coaching Classes for Intermediate Groups I & II* are likely
to commence from 24. 5.2007.
Course Fee : Intermediate Group I Rs.4000/-
Intermediate Group II Rs.3500/*-
Timings: 5.00 to 7.00 P.M. (Monday to Saturday)
Registration Open on all working days between 9.30 A.M.
and 6.00 P.M.
Admission has already commenced. For further details,
please contact
J.K. CHAWLA/ VINAY GUPTA
MOTHER TERESA INSTITUTE OF MANAGEMENT & VOCATIONAL
STUDIES
C-Block, Preet Vihar, Delhi 110092
Phones : 22057200, 22057500, 42420552, 42420553
Fax: 22509200 Email: mtim@vsnl.net
(* Provided sufficient number of students are registered for Group II)
32 April 2007
 News and Announcements
ICSI-NIRC COLLABORATIVE ORAL COACHING CENTRE
LAXMAN INSTITUTE OF PROFESSIONAL STUDIES
ORAL COACHING CLASSES FOR FOUNDATION
& INTERMEDIATE GROUPS I & II* FOR
DECEMBER 2007 SESSION
Oral Coaching Classes for Foundation
&
Intermediate Groups I & II *
Starting in April 2007
Course Fee: Rs.4,000/- (Intermediate) & Rs.3500/-
(Foundation)
Class Timings : Monday Saturday; 3.00 P.M to 5.00 P.M.
REGISTRATION OPEN
For further details contact :
Fee Deptt. of Laxman Public School
On all working days, between 9.00 A.M. and 3.00 P.M.
LAXMAN PUBLIC SCHOOL
Hauz Khas Enclave, New Delhi 110016
Ph: 26963240, 26865095
Fax: 26524432 email:general_lps@rediffmail.com
(* Subject to enrolment of sufficient number of students
for Intermediate Group II classes)
BAREILLY SATELLITE CHAPTER
CAREER AWARENESS PROGRAMME
On 5.2.2007, the Satellite Chapter organized Career Awareness
Programme on CS course at D.K. Inter College, Bareilly. R.S. Jha,
Chapter Chairman explained in detail the various stages of the course
i.e. Foundation, Inter & Final. It was explained that on the basis of
admit card of Inter college, the students can provisionally be admitted
to CS Foundation course, making eligibility for December 2007
examination. For SC/ST/Handicapped students the fee chargeable is
50% of the normal fee. To encourage the meritorious students to pursue
the CS course financial assistance is also provided. K.K. Jhawar,
Chapter Secretary explained in detail and convinced the girl students
that the course is more suitable to them. The practice can be done
even from their houses without disturbing the family life. Ankit Agarwal,
Chapter Treasurer explained the job opportunities in Government
Departments, Banks, Financial Institutions, Colleges, Companies etc.
More than 50 students besides the faculty members of the college
were present at the programme.
JAIPUR CHAPTER
SPORTS WEEK
The sports week of the Chapter was celebrated from 19.2.2007 to
25.2.2007 for the students and members. ON 19.02.2007 the week
long meet was inaugurated by Girish Goyal, Chapter Chairman. In
his address Girish Goyal appealed all the students and members
present to ensure their participation in all the games being organized
during the sports week. A large number of students and members
participated in the games, both indoor and outdoor organised by the
Chapter. On 25.2.2007 a Cricket Match was played between the
members and students. Girish Goyal thanked all for their active
participation with Zeal, enthusiasm and sportsman spirit.
SOUTHERN INDIA REGIONAL COUNCIL
HYDERABAD CHAPTER
FAREWELL FUNCTION OF 59TH BATCH ORAL COACHING
STUDENTS
On 5.3.2007 the ICSI-Hyderabad Chapter conducted farewell
function of 59th Batch Oral Coaching students at its premises. Rajnish
Student Company Secretary
C. Popat, Chairman Oral Coaching & Students Facilities Committee
in his welcome address explained about various activities/programmes
organized for the 59th Batch of Oral Coaching students.
Speaking on the occasion, S.S. Marthi, Chapter Chairman
mentioned that success of the students depends on the systematic
hard work put in by them in realizing their goal. Datla Hanumanta
Raju, Council Member, the ICSI said that in future the Company
Secretaries will play a key role in the Corporate Sector.
ELEVENTH TRAINING ORIENTATION PROGRAMME
On 6.3.2007 the Chapter organized its 11th Training Orientation
Programme. A.K. Agarwal, Director Marketing, DRS Group inaugurated
the programme. S.S. Marthi, Chapter Chairman presided over the
function and in his welcome address emphasized the importance of
soft skills, recent changes in company secretaries area, role of
company secretary in an organization, and responsibilities of company
secretaries towards Institute & Society. A.K. Agarwal congratulated
the Chapter for its efforts towards continuous professional development
of its students/members. He stated that the role of Company Secretary
has immensely increased in the changed economic scenario as they
play critical role in the organization. He also spoke on risk management,
time management, importance of Team work, relationship in
organization & in life, discipline in life and suggested to the participants
to maintain the ethical standards.
On 10.3.2007 at the valedictory session PVSLN Murthy, Assistant
General Manager, State Bank of India was the Chief Guest. S.S. Marthi
in his address stated that this Training Orientation Programme shall
remain as one of the memorable moments, as it has been addressed
and participated by faculties and students from different parts of India
and advised the students to utilize the same as best they can. He
further advised all the students to develop communication skills,
conceptual understanding skills, share practical experience with co-
participants, develop proficiency in group discussions and to analyse
case studies. Concept of Top will help grooming the company secretary
students into complete professionals.
Datla Hanumanta Raju, Council Member, the ICSI in his address
advised the students to be smart enough to accomplish their goals
and sacrifice social and other activities and to concentrate on their
main goal. He advised the students to devote more time in preparing
for the examination and wished them all the best.
Chief Guest PVSLN Murthy in his address stated that company
secretaries have multi dimensional role to play in corporate functioning
and he should be equipped with multi skill personality with multi-tackling
abilities. He further stated that company secretaries shall keep on
upgrading professional knowledge and continuously learn. Murthy also
emphasized the need of old tradition called Gurukula i.e. Guru
Shishya relationship between trainee and Practising Company
Secretary and also explained how important the character is by focusing
on short moral stories. He emphasised the importance of character,
obedience etc. in real life, which inspired the students. Some of the
Trainees came forward and gave their feedback about the programme.
MADURAI CHAPTER
CAREER AWARENESS PROGRAMME
On 21.2.2007 the Chapter organised a Career Awareness
Programme at Institute of Social Science College, Madurai. Around
100 students of B.A. Social Science, M.S.W. students attended the
programme. In his address V.S. Krishnamoorthy, Chapter Secretary
explained the Company Secretaryship course, syllabus, pattern and
examination. He also pointed out the employment opportunities in
current business situation and practising areas in the field. He assured
the students that the Institute from the Head Quarters to Chapter level
is always ready to serve the students in their studies. T. Raja, Chapter
In-charge cleared the doubts raised by the students.
THIRUVANANTHAPURAM CHAPTER
HOLIDAY TRIP TO KANYAKUMARI
On 26.01.2007 the Chapter conducted a one day trip to
Kanyakumari. En route to Kanyakumari, the team visited Triparappu
waterfalls well known for its natural beauty, Uppalam an important
salt distillation centre and Vattakottai a destination facing sea having
33 April 2007
 News and Announcements
historical importance. Kanyakumari or Cape Comorin, the Southern
most part of India, is the merging place of three important oceans
viz.Arabian Sea, Indian Ocean and Bay of Bengal. Boat ridings were
conducted to Vivekananda Rock and the Statue of Thiruvalluvar
situated at the sea. The Programme was organised and co-ordinated
by the students facility committee of the Chapter.
CAREER AWARENESS PROGRAMME
On 30.01.2007 the Chapter organised a Career Awareness
Programme at Department of Commerce, Kerala University,
Thiruvananthapuram. Dr.Sarngadaran, Professor and Head of
Department of Commerce co-ordinated the programme. Baiju
Ramachandran, Chapter Secretary addressed the students about the
role of company secretary in the corporate form of organisation. He
further explained the stages of examination, syllabus, method of study
and so on. Dr.Sarngadaran advised the students to pursue the CS
course and to take guidance from ICSI-Thiruvananthapuram Chapter.
A large number of students attended the programme.
WESTERN INDIA REGIONAL COUNCIL
PUNE CHAPTER
SPORTS MEET
On 20 and 27.1.2007 the Annual Sports Meet of the Chapter was
held at Pune. The events included in the Sports Meet were ladies
singles, mens singles, mens doubles & mixed doubles badminton
and mens singles table tennis. Around 40 students and members
participated in the said meet. The Cricket match was organized on
28.1.2007 at S.P. College Cricket Ground.
FELICITATION OF SUCCESSFUL STUDENTS IN DECEMBER
2006 EXAMINATIONS
On 26.2.2007 the Chapter organized a function to felicitate all
those students who successfully cleared examinations conducted by
ICSI in December 2006. The students present shared their experiences
and tips for studies with the gathering.
NINTH TRAINING ORIENTATION PROGRAMME
From 27.2.2007 to 3.3.2007 the Chapter conducted the 9th Training
Orientation Programme (TOP). Manoj Soni and Ritesh Mahajan,
Members of the ICSI, were the coordinators for the said programme.
In all 70 students attended the TOP.
TWENTY-THIRD SECRETARIAL MODULAR TRAINING
PROGRAMME
On 5.3.2007 the 23rd Secretarial Modular Training Programme.
(SMTP) conducted by the Chapter was inaugurated. Manoj Soni and
Ritesh Mahajan, Members of the ICSI coordinated the 23rd SMTP. In
all 25 participants attended the programme.
ONE DAY STUDENTS ORIENTATION PROGRAMME
On 11.3.2007 the Student Orientation Programme (SOP), a
programme of the Students, for the Students and by the Students,
was organized at the Chapter. The programme was coordinated by
Boskey Jain, Yashodhara Gadgil, Onkar Deosthale and Adam Patel,
Students, along with Mandar Sathe, Member of the Students
Committee. The whole event was organized under the guidance of
Devendra Deshpande, Chairman Students Committee. The
programme covered presentation of papers on various topics, mock
meeting and quiz by the students. Around 70 students participated in
the said programme.
THANE CHAPTER
INTERMEDIATE GROUP II ORAL COACHING
CLASSES
W.e.f. 2.7.2007 the Chapter intends to commence next batch
of Oral Coaching Classes for Intermediate Group II students.
For further details contact the Chapter Office at 206, Swastik
Plaza, 2nd Pohkran Rd (Subash Nagar), Prior to Voltas Ltd., Thane
(W) 400 601.Phone:25444479;e-mail: rrajguroo@yahoo.co.in

Attention Students!

SUBSCRIPTION TO CHAR TERED

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

Joint Director (Publications)

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

Student Company Secretary 34 April 2007

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

Organised by Duration of the Venue of Programme Contact Address

Programme

NIRC of 18.06.2007 NIRC Premises Executive Officer, NIRC of the ICSI, ICSI-NIRC Building, Plot No. 4, Prasad
the ICSI to Nagar Institutional Area, New Delhi-110005 Tel. : 25763090/25767190/
04.07.2007 25816593 Fax : 25722662 (STD Code : 011) E-mail : niro@icsi.edu/
icsi@eth.net.
Chandigarh 06.05.2007 To be announced Secretary, Chandigarh Chapter of NIRC of the ICSI, GGDSD College, Sector
Chapter of to 32-C, Chandigarh-160047, Tel. : 2661840 (STD Code 0172)
NIRC of the 20.05.2007
ICSI
SIRC of 18.07.2007 SIRC Premises Deputy Director, SIRC of the ICSI, ICSI-SIRC House, New No. 9, Wheat Crofts
the ICSI to Road, Nungambakkam-600034 Tel. : 044-28279898/28268685/
03.08.2007 E-mail : siro@icsi.edu/icsisiro@md3.vsnl.net.in.

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

SCHEDULE OF TRAINING ORIENTATION PROGRAMMES (TOP)

Organised by Duration of the Venue of the Programme Contact Address

the Programme

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

Student Company Secretary 35 April 2007

 SCHEDULE OF ACADEMIC DEVELOPMENT PROGRAMMES (ADP)
Every student of the Institute, who has been sponsored for 15 months training either in a company or under a Company Secretary in Practice is
compulsorily required to attend and complete 25 Hours Academic Development Programme (ADP). The duration of each ADP would be eight hours
and those who have attended three such programmes would be deemed to have attended 25 Hours ADP.
Fee Rs. 250/- per participant
The Schedule of ADPs proposed to be organized by the Regional Councils/Chapters is as under :-
Organised by Date of the Venue of the Contact Address
Programme Programme
EIRC of 16.06.2007 EIRC Premises Executive Officer, EIRO of the ICSI, ICSI-EIRC Bldg., 3-A, Ahiripukur 1st
the ICSI Lane, Near Beck Bagan Nursing Home, Kolkata-700019 Tel. : 22832973/
22816541 Fax No. : 033-22816542 E-mail : eiro@icsi.edu
NIRC of 19.05.2007 NIRC Premises Executive Officer, NIRC of the ICSI, ICSI-NIRC Bldg., Plot No. 4, Prasad
the ICSI Nagar Institutional Area, New Delhi-110005 Tel. : 25763090/25767190/25816593
Fax No. : 25722662 (STD Code No. 011) E-mail : niro@icsi.edu/icsi@eth.net
SIRC of 16.05.2007 SIRC Premises Deputy Director, SIRC of the ICSI, SIRC-ICSI House, No. 9, Wheat Crofts
the ICSI Road, Nungambakkam, Chennai-600034 Tel. : 044-28279898/28268685
Fax No. : 044-28268685 E-mail : icsisirc@md3.vsnl.net.in/siro@icsi.edu
Hyderabad 13.05.2007 Chapter Programme Coordinator, Hyderabad Chapter of SIRC of the ICSI # 6-3-609/5,
Chapter of Premises Anand Nagar Colony, Khairatabad, Hyderabad-500004 Tel. : 23399541/
SIRC of the 23396494 Fax No. : 23325458 (STD CODE : 040) E-mail : hyderabad@icsi.edu
ICSI
The schedule of other ADPs proposed to be organised by NIRC and SIRC during 2007 is as under :
NIRC : (i) 21.07.07 (ii) 15.09.07 (iii) 17.11.07 SIRC : (i) 18.08.07 (ii) 15.11.07

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

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

3 Months in NIL 121 121 NIL

Company/
15 Days in
Optional Area

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

Student Company Secretary 36 April 2007

LIST OF THE COMPANIES REGISTERED FOR Calyx Chemicals & Pharmaceuticals Ltd. 15 Months Suitable
IMPARTING TRAINING DURING THE MONTH OF 5, Marwah's Complex, Marwah Easte Training
FEBRUARY, 2007 Saki Vihar Road, Andheri (East)
Mumbai-400072
Region Training Stipend Gitanjali Gems Limited 15 Months Suitable
Period (Rs.)
6, Back Bay View, 3rd Floor Training
NORTHERN Mama Parmanand Road,
Lurgi India Company Private Limited 15 Months Suitable Opera House, Mumbai-400004
A-30, Mohan Co-Operative Training JHP Securities (P) Ltd. 15 Months 4000-
Industrial Estate, Mathura Road 21-28, Gokul Arcade, S.N. Road, Training 5000
New Delhi-11 0044 Vile Parle (East), Mumbai-400057
Galaxy Commercial Limited 15 Months 4000- Hazel Mercantile Limited 15 Months Suitable
M-79, IInd Floor, Training 4500 1410, Maker Chambers V Training
M Block Market Greater Kailash-II Nariman Point, Mumbai-400021
New Delhi-11 0048 SOUTHERN
Menarini Raunaq Pharma Limited 15 Months 4000- Gokaldas Exports Limited 15 Months 5000
412-417, Ambadeep Training 5000 No. 70, Mission Road Training
14, Kasturba Gandhi Marg Bangalore-560027
New Delhi-11 0001 Rinac India Limited 15 and 03 Suitable
Spaceage Switchgears Limited 15 Months Suitable 5, Saraswathi Nivas Months Practical
68, Industrial Development Colony Training Main Chennel Road, Ulsoor, Training
Mehrauli Road, Gurgaon-122001 Bangalore-560008
Coral Drugs Pvt. Ltd. 15 Months 4000- Hewelett-Packard India 15 Months Suitable
1001, Akash Deep Building 26-A, Training 5000 Sales Private Limited Training
Barakhamba Road New Delhi-11 0001 24, Salarpuria Arena, Hosur Main
Road, Adugodi, Bangalore-560030
Gateway Rail Freight Pvt. Ltd. 15 Months 3500-
EASTERN
17, Ahluwali Chamber Ground Floor, Training 5000
L.S.C.Pushp Vihar, New Delhi-110062 Bengal Ambuja Housing 15 Months 3000-
Development Limited Training 3500
Delhi International Airport Pvt Ltd. 15 Months Suitable
Vishwakarma, 86 C, Topsia
I.G.I.Airport, Terminal 1-B Training
Road (South) Kolkata-700046
New Delhi-11 0037
Polar Industries Limited 15 Months Suitable
Tulip IT Services Limited 15 Months Suitable
Poddar Point Training
C-160, Okhla Industrial Area Phase-I Training
113, Park Stree, Kolkata-70016
New Delhi-11 0020
Nexgen Capital Limited 15 Months Suitable
9-B, Netaji Subhash Marg Daryaganj Training
LIST OF PRACTISING MEMBERS REGISTERED FOR
New Delhi-11 0002 THE PURPOSE OF IMPARTING APPRENTICESHIP
TRAINING DURING THE MONTH OF FEBRUARY, 2007
WESTERN
SHASHANK KUMAR SHARMA PCSA-1439
Birla Cotsyn (India) Limited 15 Months Suitable
WZ 68, Todapur, New Iari Pusa
Dalamal House, 1st Floor Training
New Delhi-110012
J.B. Marg, Nariman Point
Mumbai-400021 P. BALAKRISHNAN PCSA-1440
Genesys International Corporation Ltd. 15 Months Suitable Santhi, Near Karunakara
73-A, SDF III, SPEEZ Andheri (East) Training Nursing Home, Wayanand Road,
Mumbai-400096 Calicut-673001
Datamatics Technologies Limited 15 Months 6000- K SIVADAS PCSA-1441
Knowledge Centre, Plot No. 58 Training 7500 Santhi, Near Karunakara
Street No. 17, MIDC Andheri (East) Nursing Home, Wayanand Road,
Mumbai-400093 Calicut-673001
Infiniti Retail Limited 15 Months 4000- A.C. MATHEW PCSA-1442
(A Tata Enterprises) Training 6000 39/4781, IInd Floor, Thoufeeq Complex
202, Akruti Centre Point Ravipuram, M.G. Road, Ernakulam
MIDC Seepz, Andheri (East) CHETAN GUPTA PCSA-1443
Mumbai-400093
812, Aggarwal Millennium Tower
Nitco Tiles Limited 15 Months 2500 Netaji Subhash Place
Maker Chambers III, 8th Floor, Training Pitampura, Delhi-110034
Nariman Point, Mumbai-400021
TANAY KASERA PCSA-1444
Flexituff International Limited 15 Months Suitable
113-114, Geeta Nagar
C 41-50, SEZ, Sector-3 Training 203, Vardhman Apartment
Pithampur-454775, Distt. Dhar, MP Indore-452001

Student Company Secretary 37 April 2007

BAIJU RAMACHANDRAN PCSA-1445
A-80, Deepam, Gandhi Amman
Kovil Street, Mele Thampanoor
STUDENTS QUIZ
Statue, Thiruvananthapuram-695001 PRIZE QUERY
PANKAJ KUMAR JAIN PCSA-1446 A banking company was constituted under the Banking
T.N. Tower, 2nd Floor, A.T. Road Companies (Acquisitions and Transfer of Undertakings) Act,
Guwahati-781001 1980. It desired to merge with it its subsidiary incorporated
under the Companies Act, 1956. Can this merger be done under
DINESH TOMAR PCSA-1447
the provisions of Sections 391 to 394 of the Companies
B-19, Nav Rachna Apartments
Act, 1956?
East Arjun Nagar, Delhi-110032
VINEY KUMAR JAIN PCSA-1448
CONDITIONS
208, Tirupati Plaza, Street No. 1 1. Answer should not exceed one page typed in double space.
Shakarpur, Vikas Marg, Delhi-110092 The answer sheet should contain the name, registration number
and address of the student.
MITA PUSHPAL SANGHAVI PCSA-1449
B/17, Girisanidhya Co-Op. 2. Last date for receipt of answer is 16th May, 2007.
Housing Society, Shreenagar, 3. Two prizes (a first and a second) in kind will be awarded to the
Wagle Easte, Thane-400604 best answers and the names of the contributors will be published
MUNISH KUMAR SHARMA PCSA-1450 in the Bulletin.
24, Babar Lane, Bengali Market 4. The envelope should be superscribed Students Query,
New Delhi-110001 April 2007 and addressed by name to N.K. Jain, Secretary &
ASHISH SAXENA PCSA-1451 Chief Executive Officer, The Institute of Company Secretaries
13/1/6, East Guru Angad Nagar of India, ICSI House, 22, Institutional Area, Lodi Road, New
Laxmi Nagar, Delhi-110092 Delhi-110003.

ATTENTION ALL STUDENTS APPEARING IN THE CS INTERMEDIATE EXAMINATIONS

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

CORPORATE ASSISTANTS
to
Box No. 140
C/o Student Company Secretary
The Institute of Company Secretaries of India
22, Institutional Area, Lodi Road, New Delhi-110003
Student Company Secretary 39 April 2007
 COMPANY SECRETARIES EXAMINATIONS JUNE, 2007
TIME TABLE & PROGRAMME
MORNING SESSION AFTER-NOON SESSION
9.30 AM TO 12.30 PM 1.30 PM TO 4.30 PM
DATE AND
FINAL FOUNDATION INTERMEDIATE
DAY
02.06.2007 Advanced Company English and Business General and Commercial Laws
Regn. No. 42947/84

Saturday Law and Practice Communication

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

GROUP-I
04.06.2007 Secretarial, Management Financial Accounting Tax Laws

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

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

GROUP-III
10.06.2007 Human Resources
Sunday Management and
Industrial Relations

Delhi.

SECRETARIES OF INDIA
MODE OF PAYMENT
FOR PROMPT REPLY

Lodi Road, New Delhi-110003.

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

Secretaries of India, payable at New

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

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

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

ICSI House, 22, Institutional Area,

THE INSTITUTE OF COMPANY
Students are requested to quote
their Registration Number in all