ICSI-EIRC NEwSlEttER

Volume : 2014-15 | Issue No. 2 (April-July 2014) | Price : ` 50/- | Annual Subscription : ` 500/-Volume : 2014-15 | Issue No. 2 (April-July 2014) | Price : ` 50/- | Annual Subscription : ` 50/- | Annual Subscription : `

P U R S U I T O F P R O F E S S I O N A L E X C E L L E N C EStatutory body under an Act of Parliament

THE INSTITUTE OFCompany Secretaries of IndiaTHE INSTITUTE OFCompany Secretaries of India

ICSI-EIRC NEwSlEttER

Dear Professional Colleagues,At the outset, I would like to share with you that the Audited Annual Accounts and Annual Report of EIRC of ICSI for the financial year 2013-2014 and the Notice of the 34th Annual General Meeting of EIRC which was held on 31st July, 2014 at 5.00 PM at ICSI-EIRC House, was circulated to the members in Eastern Region well in time through electronic mode (e-mail & Website). The business of AGM was conducted and the resolutions were carried unanimously by the members. A much awaited annual congregation of our members - 42nd National Convention of Company Secretaries on the Theme “CS – Change. Challenge. Opportunity” is scheduled to be held on 21st, 22nd and 23rd of August 2014 at Science City, Kolkata. Your participation will not only add to fruitful deliberations, but also give you an opportunity for mutual exchange of ideas and

views and sharing of experience with your professional colleagues from across the country and abroad. We, therefore, request you to register yourself along with other executives of your organization(s) as delegate(s) as early as possible. EIRC in its meeting held on 18th July, 2014 has decided that the members who registered under the AMS Scheme of EIRC for the year 2014 would be entitled to ` 2,000/- less than the actual delegate fee. Only one person will be entitled to such benefit against one AMS Membership Scheme. Interested AMS Members may avail of this opportunity.The ICSI has decided to organise the Class Room Series on The Companies Act, 2013 by the Regional Councils and Chapters for the benefit of members and their knowledge updation. As a part of its initiatives, your EIRC will organise 15 Master Class Room Series on The Companies Act, 2013, out of which two Master Classes in each week of 3 hours duration will be held. The schedule of the programme will be intimated shortly as soon as it is finalised. Friends, your support and involvement are pre-requisite in evolution and successful implementation of activities of EIRC. It has been our endeavour to organize value added high quality professional development programmes on subjects of topical interest for the benefit of professionals. While structuring the programmes, a proper balance would be made between conceptual learning and operational expertise. You will appreciate that organizing programmes in such a manner throughout the year, requires the unstinted support and participation of members. I sincerely hope that our efforts in organizing quality programmes will receive full support from all of you. During the Months of April to June, 2014, your EIRC organised a series of Seminars, Workshops etc. on the various topics of The Companies Act, 2013 and other topics of corporate relevance, including ICSI Convocation – 2014 (Eastern Region). Apart from the above, during April-July, 2014, your EIRC organized a series of students training programmes viz. ten (10) Students Induction Programmes (SIP), four (4) Executive Development Programmes (EDP) and two (2) Management Skills Orientation Programmes (MSOP). We, the Company Secretaries all know that the Company Secretaries Benevolent Fund (CSBF) provides safety net to Company Secretaries who are members of the Fund and their family members in distress. A member of ICSI is eligible for the membership of CSBF. Highlights of the benefits associated with CSBF are given elsewhere in the Newsletter. I appeal to all of you to kindly enroll in the CBBF Scheme towards noble cause of the profession.Before concluding my message, I would like to add here that Ministry of Corporate Affairs (MCA), vide Notification No. G.S.R. 390(E) dated 9th June, 2104, through which the Central Government has amended the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 by inserting after Rule 8, “8A. Appointment of Company Secretaries in companies not covered under Rule 8 - A company other than a company covered under rule 8 which has a paid up share capital of five crore rupees or more shall have a whole-time company secretary”. Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is reproduced hereunder: “8. Appointment of Key Managerial Personnel -Every listed company and every other public company having a paid-up share capital of ten crore rupees or more shall have whole-time key managerial personnel.”Looking forward for your valuable feedback, always.

CS Arun Kumar KhandeliaChairman, EIRC of ICSIKolkata, the 6th August, 2014

Chairman’s Communique

“The moment I have realized God sitting in the temple of every human body, the moment I stand in reverence before every human being and see God in him - that moment I am free from bondage, everything that binds vanishes, and I am free” - Swami Vivekananda

Looking forward for your valuable feedback, always.

CS Arun Kumar Khandelia

EasternIndiaRegionalCouncilI

Half-Day Workshop on “Recent SEBI Circulars” held on 9th May, 2014 at Hotel Niharika

NEWS IN FlaSH

Cross-section of the Audiance Shri B. Madhav Reddy, Addressing CS Vinod Kothari, addressing CS Rajesh Poddar, addressing

CS Anil Murarka addressing CS Vikas Y Khare addressing CS R Shridharan addressing Shri G. S. Gupta addressing Prof. ( Dr.) P. Ishwara Bhat addressing

“ICSI Convocation 2014 - Eastern Region” held on 17th May, 2014 at Kala Mandir, Kolkata

Cross-section of the Audiance CS Sutanu Sinha addressing CS Arun Kumar Khandelia addressing

Inaugural Session: (L to R) Chief Guest, Shri B. Madhav Reddy, MD & CEO, Calcutta Stock Exchange Limited, addressing. Other sitting on the dais: CS Arun Kumar Khandelia, Chairman, ICSI-EIRC; CS Vinod Kothari (Past Chairman, ICSI-EIRC), Practicing Company Secretary; CS Mukesh Chaturvedi, Secretary & Treasurer, ICSI-EIRC

Technical Session: (L to R) CS Rajesh Poddar (Past Chairman, ICSI-EIRC), Deputy Company Secretary, ITC Limited addressing. Other sitting on the dais: CS Arun Kumar Khandelia, Chairman, ICSI-EIRC; CS Vinod Kothari (Past Chairman, ICSI-EIRC), Practicing Company Secretary; CS Mukesh Chaturvedi, Secre-tary & Treasurer, ICSI-EIRC

(L to R) CS Sutanu Sinha, Chief Executive, ICSI; CS Anil Murarka, Past President & Council Member,ICSI; CS R. Sridharan, President, ICSI; Prof.(Dr.) P. Ishwara Bhat, Vice-Chancellor, The W.B. National University of Juridical Sciences; Shri G. S. Gupta, Director, Emami Biotech Limited; CS Vikas Y. Khare, Vice-Presi-dent, ICSI; CS Arun Kumar Khandelia, Chairman, ICSI-EIRC

(L to R) Chief Guest, Prof. (Dr.) P. Ishwara Bhat-chancellor, The W. B. National University of Juridical Sciences addressing. Others sitting on the dais: CS Sutanu Sinha, Chief Executive, ICSI; CS Anil Murarka, Past President & Council Member, ICSI; CS R. Sridharan, President, ICSI; CS Arun Kumar Khandelia, Chariman, ICSI-EIRC

3ICSI-EIRC Newsletter | April-July 2014

EASTERNEASTERNEASTERNEASTERNEASTERNINDIAINDIAINDIAINDIAINDIA

REGIONALREGIONALREGIONALREGIONALREGIONALCOUNCILCOUNCILCOUNCILCOUNCILCOUNCILARTICLE

CONTENTSParticulars Page No. Particulars Page No.

CS Chandan Kr DowerahCompany Secretary in [email protected]

Filing of Resolutions and Agreements as per Requirement of Section 117 of the New Companies Act 2013

Chapter VII of the Companies Act 2013Resolutions and agreements to be filed117. (1) A copy of every resolution or any agreement, in respect of

matters specified in sub-section (3) together with the explanatorystatement under section 102, if any, annexed to the notice calling themeeting in which the resolution is proposed, shall be filed with theRegistrar within thirty days of the passing or making thereof in suchmanner and with such fees as may be prescribed within the timespecified under section 403:Provided that the copy of every resolution which has the effect ofaltering the articles and the copy of every agreement referred to insub-section (3) shall be embodied in or annexed to every copy of thearticles issued after passing of the resolution or making of theagreement.

(2) If a company fails to file the resolution or the agreement under sub-section (1) before the expiry of the period specified under section403 with additional fee, the company shall be punishable with finewhich shall not be less than five lakh rupees but which may extendto twenty-five lakh rupees and every officer of the company who isin default, including liquidator of the company, if any, shall bepunishable with fine which shall not be less than one lakh rupees butwhich may extend to five lakh rupees.

(3) The provisions of this section shall apply to—(a) special resolutions;(b) resolutions which have been agreed to by all the members of a

company, but which, if not so agreed to, would not have beeneffective for their purpose unless they had been passed asspecial resolutions;

(c) any resolution of the Board of Directors of a company oragreement executed by a company, relating to the appointment,re-appointment or renewal of the appointment, or variation of theterms of appointment, of a managing director;

(d) resolutions or agreements which have been agreed to by anyclass of members but which, if not so agreed to, would not havebeen effective for their purpose unless they had been passedby a specified majority or otherwise in some particular manner;and all resolutions or agreements which effectively bind suchclass of members though not agreed to by all those members;

(e) resolutions passed by a company according consent to theexercise by its Board of Directors of any of the powers under

clause (a) and clause (c) of sub-section (1) of section 180;(f) resolutions requiring a company to be wound up voluntarily

passed in pursuance of section 304;(g)*resolutions passed in pursuance of sub-section (3) of

section 179; and(h) any other resolution or agreement as may be prescribed and

placed in the public domain.…………………………………………………

*(g) resolutions passed in pursuance of sub-section (3) ofsection 179

Sec. 179(3) of the new Act -Matters to be placed at Board Meeting:(a) to make calls on shareholders in respect of money unpaid on their

shares;(b) to authorise buy-back of securities under section 68;(c) to issue securities, including debentures, whether in or outside India;(d) to borrow monies;(e) to invest the funds of the company;(f) to grant loans or give guarantee or provide security in respect of

loans;(g) to approve financial statement and the Board’s report;(h) to diversify the business of the company;(i) to approve amalgamation, merger or reconstruction;(j) to take over a company or acquire a controlling or substantial stake

in another company;(k) **any other matter which may be prescribed: ** Matters prescribed by Rule 8 of the Companies (Meetings of Board

and its Powers) Rules, 2014:(1) to make political contributions;(2) to appoint or remove key managerial personnel (KMP);(3) to take note of appointment(s) or removal(s) of one level below

KMP;(4) to appoint internal auditors and secretarial auditor;(5) to take note of the disclosure of director’s interest and

shareholding;

Article Filing of Resolutions and Agreements .......................................... 3 A Critical Analysis of Corporate Social Responsibility ................. 10Company Secretaries Benevolent Fund .................................... 5Annual Membership and Certificate of Practice Fees ............... 6News from EIRC ............................................................................ 7News from Chapters ..................................................................... 8

ICSI Election ............................................................................... 1342nd National Convention of Company Secretaries ................ 15Advertisement .................................................................. 6,9,14,18Judicial Pronouncement ............................................................ 19ICSI PMQ Course ........................................................................ 20Annual Membership Scheme ..................................................... 21News in Flash .............................................................................. 23

E A S T E R NE A S T E R NE A S T E R NE A S T E R NE A S T E R NI N D I AI N D I AI N D I AI N D I AI N D I AR E G I O N A LR E G I O N A LR E G I O N A LR E G I O N A LR E G I O N A LC O U N C I LC O U N C I LC O U N C I LC O U N C I LC O U N C I L

4 ICSI-EIRC Newsletter | April-July 2014

The Table below attempts to make a comparative analysis of the items covered in old Form 23 and the new Form MGT.14:Items covered in Form 23

[Section 192 of the Companies Act 1956]

(a) special resolutions(b) resolutions which have been agreed to by all the membersof a company but which …, unless they had been passed asspecial resolutions;(c) any resolution of the Board of Directors of a company oragreement executed by a company, relating to the appointment,re-appointment or renewal of the appointment, or variation ofthe terms of appointment, of a managing director;

(e) resolutions or agreements which have been agreed to byany class of members but which, if not so agreed to ……;

(ee)(i) resolutions passed by a company according consent tothe exercise by its Board of Directors of any of the powersunder clause (a), clause (d) and clause (e) of sub-section (1) ofsection 293;[(a) to sell, lease or otherwise dispose of the wholeor substantially the whole of the undertaking……; (d) to borrowmoney, where the money to be borrowed, together with themoney already borrowed by the company will exceed …..; (e)to contribute, after the commencement of the Act, to charitableand other funds not directly relating to business …..;](ee)(ii) approving the appointment of sole selling agents

Items covered in Form MGT.14[Section 117 of the Companies Act 2013]

(a) special resolutions(b) resolutions which have been agreed to by all themembers of a company but which …, unless they hadbeen passed as special resolutions;(c) any resolution of the Board of Directors of a companyor agreement executed by a company, relating to theappointment, re-appointment or renewal of theappointment, or variation of the terms of appointment, ofa managing director;(d) resolutions or agreements which have been agreedto by any class of members but which, if not so agreed to……;(e) resolutions passed by a company according consentto the exercise by its Board of Directors of any of thepowers under clause (a) and clause (c) of sub-section(1) of section 180;[(a) to sell, lease or otherwise disposeof the whole or substantially the whole of theundertaking……; (c) to borrow money, where the moneyto be borrowed, together with the money alreadyborrowed by the company will exceed …..;]

Comment

SimilarSimilar

Similar

Similar

Almost similar

Not in Sec.179(3) of 2013 Act

ARTICLE

(6) to buy, sell investments held by the company (other than tradeinvestments), constituting five percent or more of the paid upshare capital and free reserves of the investee company;

(7) to invite or accept or renew public deposits and related matters;(8) to review or change the terms and conditions of public deposit;(9) to approve quarterly, half yearly and annual financial statements

or financial results as the case may be.……………………………………………………………….....……………..The Companies (Management and Administration) Rules, 201424. Resolutions and agreements to be filed-A copy of every resolution or any agreement required to be filed, togetherwith the explanatory statement under section 102, if any, shall be filedwith the Registrar in Form No. MGT.14 along with the fee.Form MGT.14 covers the following resolutions/agreements asper Section 117(3) of the new Act:(a) special resolutions;(b) resolutions which have been agreed to by all the members of a

company, but which, if not so agreed to, would not have beeneffective for their purpose unless they had been passed as specialresolutions;

(c) any resolution of the Board of Directors of a company or agreementexecuted by a company, relating to the appointment, re-appointmentor renewal of the appointment, or variation of the terms of appointment,of a managing director;

(d) resolutions or agreements which have been agreed to by any classof members but which, if not so agreed to, would not have beeneffective for their purpose unless they had been passed by aspecified majority or otherwise in some particular manner; and allresolutions or agreements which effectively bind such class ofmembers though not agreed to by all those members;

(e) resolutions passed by a company according consent to the exerciseby its Board of Directors of any of the powers under clause (a) andclause (c) of sub-section (1) of section 180;

(f) resolutions requiring a company to be wound up voluntarily passedin pursuance of section 304;

(g) resolutions passed in pursuance of sub-section (3) ofsection 179, viz.,(a) to make calls on shareholders in respect of money unpaid on

their shares;

(b) to authorise buy-back of securities under section 68;(c) to issue securities, including debentures, whether in or outside

India;(d) to borrow monies;(e) to invest the funds of the company;(f) to grant loans or give guarantee or provide security in respect of

loans;(g) to approve financial statement and the Board’s report;(h) to diversify the business of the company;(i) to approve amalgamation, merger or reconstruction;(j) to take over a company or acquire a controlling or substantial

stake in another company;(k) any other matter which may be prescribed, viz.,:

(1) to make political contributions;(2) to appoint or remove key managerial personnel (KMP);(3) to take note of appointment(s) or removal(s) of one level

below KMP;(4) to appoint internal auditors and secretarial auditor;(5) to take note of the disclosure of director’s interest and

shareholding;(6) to buy, sell investments held by the company (other than

trade investments), constituting five percent or more of thepaid up share capital and free reserves of the investeecompany;

(7) to invite or accept or renew public deposits and relatedmatters;

(8) to review or change the terms and conditions of publicdeposit;

(9) to approve quarterly, half yearly and annual financialstatements or financial results as the case may be.

(h) any other resolution or agreement as may be prescribed and placedin the public domain.The corresponding section for Section 192 of the Companies Act1956 is Section 117 of the Companies Act 2013. Similarly, thecorresponding Form for Form 23 of the Companies (CentralGovernment’s) General Rules & Forms 1956 is Form MGT.14 of theCompanies (Management and Administration) Rules, 2014.



REGIONALREGIONALREGIONALREGIONALREGIONALCOUNCILCOUNCILCOUNCILCOUNCILCOUNCIL

ARTICLE

(f) resolutions requiring a company to be wound up voluntarily passed inpursuance of section 304;

(g) resolutions passed in pursuance of sub-section (3) of section179, viz.,(a) to make calls on shareholders in respect of money unpaid on their

shares;(b) to authorise buy-back of securities under section 68;(c) to issue securities, including debentures, whether in or outside India;(d) to borrow monies;(e) to invest the funds of the company;(f) to grant loans or give guarantee or provide security in respect of

loans;(g) to approve financial statement and the Board’s report;(h) to diversify the business of the company;(i) to approve amalgamation, merger or reconstruction;(j) to take over a company or acquire a controlling or substantial stake

in another company;(k) any other matter which may be prescribed, viz.,:(1) to make political contributions;(2) to appoint or remove key managerial personnel (KMP);(3) to take note of appointment(s) or removal(s) of one level below KMP;(4) to appoint internal auditors and secretarial auditor;(5) to take note of the disclosure of director’s interest and shareholding;(6) to buy, sell investments held by the company (other than trade

investments), constituting five percent or more of the paid up sharecapital and free reserves of the investee company;

(7) to invite or accept or renew public deposits and related matters;(8) to review or change the terms and conditions of public deposit;(9) to approve quarterly, half yearly and annual financial statements or

financial results as the case may be.(h) any other resolution or agreement as may be prescribed and placedin the public domain.

Similar

New in Sec.179(3) of 2013 Act

New in Sec.179(3) of 2013 Act.

(f) resolutions requiring a company to bewound up voluntarily passed in pursuance ofsub-section (1) of section 484;

COMPANY SECRETARIES BENEVOLENT FUND

Saathi Haath BadhanaºÉÉlÉÒ ½þÉlÉ ¤ÉgøÉxÉÉ

The Company Secretaries Benevolent Fund (CSBF) providessafety net to company secretaries who are members of theFund and their family members in distress.CSBF Registered under the Societies Registration Act, 1860 Recognised under Section 12A of the Income Tax Act, 1961 Subscription / Contribution to Fund qualifies for the

deduction under section 80G of the Income Tax Act, 1961 Has a membership of about 10,000EligibilityA member of the Institute of Company Secretaries of India iseligible for the membership of the CSBF.How to Join By making an application in Form A (available at www. icsi.edu/

csbf) along with one time subscription of 7,500/-

One can submit Form - A and also the subscription amountof 7500 ONLINE through Institute’s web portal :www.icsi.edu. Alternatively, he can submit Form A, along witha Demand Draft or Cheque for 7500 drawn in favour of‘Company Secretaries Benevolent Fund’, at any of the Officesof the Institute/Regional Offices / Chapters.

Benefits ` 5,00,000 in the event of death of a member under the age

of 60 years Upto ` 2,00,000 in the event of death of a member above the

age of 60 years in deserving cases Upto ` 20,000 per child (upto two children) for education of

minor children of a deceased member in deserving cases Limited benefits for company secretaries who are not

members of the CSBF

For further information / clarification, please write/contact: ShriTamal Kar, Section Officer, at [email protected] / Phones(033) 2283 2973 / 2290 1065 / 2178 / 2179 / 2281 6541/42ORShri Santanu Mukherjee, Regional Director (ER), [email protected] /Phones (033) 2283 2973 / 2290 1065 / 2178 / 2179 /2281 6541/42



ADVERTISEMENT

NICHE TECHNOLOGIESPRIVATE LIMITED

Category I

(Registration No. INR000003290)

SEBI AUTHORISED REGISTRARS &

SHARE TRANSFER AGENT

D-511, Bagree Market

71, B.R.B. Basu Road, Kolkata-700 001

Phone : 2235 7271/7270/5236, 2234 2318/3576

Fax : (033) 2215 6823

E-mail : [email protected]

Website : www.nichetechpl.com

�

�

�

Mr. S. Abbas 98303 26165

Mr. A. Dutta 93312 12314

Ms. Swati Sharma 98300 22251

Contact Persons :

�

�

�

�

Registrars to Issues

Share Transfer Agent

Connectivity to NSDL

Connectivity to CDSl

ADVERTISEMENT

ANNUAL MEMBERSHIP AND CERTIFICATE OF PRACTICE FEES FOR 2014-2015

Annual Membership and Certificate of Practice fee for the year 2014-15 becomes due for payment w.e.f. 1st April, 2014and the last date for payment of the same was 30th June, 2014 which has been extended upto 31st August, 2014.Members are requested to pay the fee so as to reach the Institute on or before the last extended date of payment. The feepayable is as follows: The fee payable is as follows:—

Description Amount (`) Annual Fee for Associate 1,125/- Annual Fee for Fellow 1,500/- Annual fee for Certificate of Practice 1,000/- *

(*) The Certificate of Practice fee must be accompanied by an application for renewal of Certificate of Practice in therevised form-D (available at www.icsi.edu) duly completed in all respects and signed for renewal of Certificate of practicefor the year 2014-2015.

It may please be noted that pursuant of the Company Secretaries Election Rules 2006, a member of the Institute whosename is borne on the register of members on the 1st day of April, 2014 is eligible to vote in the Council/Regional CouncilsElections 2014 subject to the payment of Annual membership fee for the year 2014-2015.

The payment of Licentiate Subscription for the year 2014-15 became due for payment w.e.f. 1st April, 2014. The last datefor payment of the same was 30th June, 2014 which has now been extended upto 31st August, 2014. The annualLicentiate subscription payable is ` 1,000/- per year.




NEWS FROM EIRC

PROGRAMMES HELD FROM 01.04.2014 TO 31.07.2014HALF-DAY WORKSHOP

09.05.2014 “Recent SEBI Circulars on Shri B. Madhav Reddy, MD & CEO, 110 Hotel NiharikaClause 35-B & 49 of Listing The Calcutta Stock Exchange LimitedAgreement” CS Vinod Kothari, Practicing Company Secretary

CS Rajesh Poddar, Deputy Company Secretary, ITC Limited07.06.2014 “New Law relating to Directors, CS R. Kalidas, VP & Company Secretary, Reliance Power Limited 86 ICSI-EIRC House

Some Perspective & Board CS Siddhartha Murarka, Partner, Ghosh & Murarka Legal,Agenda Items – Onset of New Solicitor and AdvocatesLaw” and “Incorporation ofCompanies under The CompaniesAct, 2013 & CSR–An Overview”

27.06.2014 “Proposed Exemption to Private CS Vinod Kothari, Practicing Company Secretary 126 ICSI-EIRC HouseCompanies - Issues, Resolution CA Saubik Sarkar, Manager, Deloitte Haskins & Sells& Accounting Treatment”

12.07.2014 Half Day Workshop on CS (Dr.) Abhijit Sen, Former Director of Various Companies 71 Indian Chamber of“Discussion in Union Budget 2014” Prof (Dr.) Suman K Mukherjee, Principal cum Dean, Commerce

Bhartiya Vidya Bhawan, Institute of Management ScienceCA Arun Agarwal, Practicing Chartered AccountantAdv. Narayan Jain, N. P. Jain & Co.CA Sushmita Basu, Associate Director, Pricewaterhouse Coopers

24.05.2014 “Discussion on The Shri Sanjay Jhunjhunwala, MD & CEO, Mani Group of Companies 215 The Park HotelCompanies Act, 2013 – CS Manoj Kumar Banthia, Practicing Company SecretaryCritical Provisions” CS B. Narasimhan, Council Member – ICSI

CS Sanjay Kumar Gupta, Practicing Company SecretaryCS R. Kalidas, VP & Company Secretary, Reliance Power LimitedCS Subrata Kumar Ray, Company Secretary, MSTC Limited

FULL DAY SEMINAR

17.05.2014 ICSI-Convocation 2014 – Prof. (Dr.) P Ishwara Bhat, Vice-Chancellor, The W. B. University of 226 Kala Mandir, KolkataEastern Region Juridical Sciences

Shri G S Gupta, Director, Emami Biotech LimitedCS R. Sridharan, President – ICSICS Vikash Y. Khare, Vice-President – ICSICS Anil Murarka, Past President & Council Member - ICSICS Sutanu Sinha, Chief Executive – ICSI

04.06.2014 “Enhanced Disclosures under CS B. B. Chatterjee, Executive VP and Company Secretary, ITC Ltd. 69 International The Companies Act, 2013” CS Subhasis Mitra, VP and Company Secretary, CESC Limited Management Institute,

CS Vinod Kothari, Practicing Company Secretary Kolkata12.07.2014 Investor Awarness Programme CS Debasish Bandopadhyay, ROC (W.B.) MCA 71 Indian Chamber of

Commerce

OTHER PROGRAMMES

03.04.2014 to 10.04.2014 82nd Student Induction Programme 63 ICSI-EIRC House03.04.2014 to 10.04.2014 83rd Student Induction Programme 57 ICSI-EIRC House03.04.2014 to 10.04.2014 84th Student Induction Programme 60 ICSI-EIRC House03.04.2014 to 10.04.2014 85th Student Induction Programme 53 ICSI-EIRC House16.04.2014 to 24.04.2014 86th Student Induction Programme 37 ICSI-EIRC House16.04.2014 to 24.04.2014 87th Student Induction Programme 37 ICSI-EIRC House19.06.2014 to 26.06.2014 88th Student Induction Programme 64 ICSI-EIRC House03.07.2014 to 10.07.2014 89th Student Induction Programme 53 ICSI-EIRC House22.07.2014 to 30.07.2014 90th Student Induction Programme 48 ICSI-EIRC House22.07.2014 to 30.07.2014 91st Student Induction Programme 48 ICSI-EIRC House

EXECUTIVE DEVELOPMENT PROGRAMME16.04.2014 to 25.04.2014 40th Executive Development Programme 49 ICSI-EIRC House16.04.2014 to 25.04.2014 41st Executive Development Programme 40 ICSI-EIRC House19.06.2014 to 27.06.2014 42nd Ececutive Development Programme 59 ICSI-EIRC House02.07.2014 to 10.07.2014 43rd Executive Development Programme 28 ICSI-EIRC House

STUDENT INDUCTION PROGRAMMEDate Programme No. of Venue

Participants

MANAGEMENT SKILLS ORIENTATION PROGRAMME15.05.2014 to 31.05.2014 86th Management Skills Orientation Programme 57 ICSI-EIRC House17.06.2014 to 03.07.2014 87th Management Skills Orientation Programme 50 ICSI-EIRC House

Date Programme Chief Guest / Speaker No. of VenueParticipants



Date Details of the ProgrammeBHUBANESHWAR CHAPTER

NEWS FROM CHAPTER

06.04.2014 Lecture Meet on the topic “Thought Management” Guest Speaker: Swami Sadanand Saraswati, Chinmaya Mission Ashram, Bhubaneswar. Total Participants : 3515.04.2014 Image Building Activity “Meeting with Shri S K Panda, Chief Commissioner, Central Excise, Bhubaneswar Circle”.15.04.2014 Joint Programme with Utkal Chamber of Commerce & Industries on the topic “New Companies Act” Guest Speaker: Shri Ramesh Mohapatra, President, Utkal Chamber of

Commerce & Industries, Bhubaneswar. Total Participants : 6021.05.2014 Evening Talk on the topic “Related Party Transactions under the New Companies Act” Guest Speaker: CS Vikas Y Khare, Vice President, The ICSI. Total Participants :7022.05.2014 Talk on the topic “How to set out Service Tax Practice & Role of CS in Indirect Taxes” Guest Speakers: Shri S K Panda, Chief Commissioner, Central Excise, Bhubaneswar

Circle and CS Vikas Y Khare, Vice President, The ICSI. Total Participants : 5003.06.2014 Oral Coaching Faculty and Students Interactive Meeting Total Participants : 2005.06.2014 to 06.06.2014 Personality Development Programme. Guest Speaker : Shri Sumanta Banerjee07.06.2014 Study Circle Meeting on “Directors Report under The Companies Act, 2013”. Guest Speaker: CS B K Sahu, Addl. Company Secretary, NALCO. Total Participants : 2619.06.2014 Oral Coaching Interactive Session with Students. Total Participants : 2328.06.2014 ICSI Capital Market Week 2014. Topic: “Capital Market - Growth Engine”. Guest Speaker : CS A Acharya, Chairman, Bhubaneswar Chapter28.06.2014 ICSI Capital Market Week 2014. Topic : “Role of Company Secretary in Capital Market”. Guest Speaker : CS B K Sahu, Addl. Company Secretary, NALCO. Total Participants : 2830.06.2014 ICSI Capital Market Week 2014. Topic : “Investor Activism and Class Action Suits”. Guest Speaker : Shri Binod Sharma. Total Participants :1530.06.2014 ICSI Capital Market Week 2014. Topic : “Convergence of Company Law & Securities Law”. Guest Speaker : CS K N Ravindra, Company Secretary.30.06.2014 Annual General Meeting of the members of Bhubaneswar Chapter of ICSI-EIRC.

Date Details of the ProgrammeHOOGHLY CHAPTER

02.04.2014 to 09.04.2014 16th Executive Development Programme. Total Participants : 2506.04.2014 Participated in Career Fair “Foresight - Decoding Tomorrow”04.05.2014 Study Circle Meeting on the topic “Discussion on Important Matters to be Considered at the Forthcoming Board & General Meeting(s) in order to Comply with the Provisions

of The Companies Act, 2013”. Guest Speaker: CS Hansraj Jaria. Total Participants : 1710.05.2014 Study Circle Meeting on the topic “Discussion on Provisions Related to Directors”. Guest Speaker: CS Suresh Kejriwal. Total Participants: 2511.05.2014 Study Circle Meeting on the topic “Discussion on Revised Equity Listing Agreement”. Guest Speaker: CS Ashok Purohit. Total Participants : 1718.05.2014 Study Circle Meeting on the topic “Discussion on Matters Related to Sec 185 & 186 of The Companies Act, 2013” . Guest Speaker: CS Narendra Singh. Total Participants : 3224.05.2014 Study Circle Meeting on the topic “Discussion on Provisions Related to Incorporation of Company and CSR under The Companies Act, 2013”. Guest Speaker: CS

Siddhartha Murarka Total Participants: 3825.05.2014 Study Circle Meeting on the topic “Decoding the Terms of Newly Inducted Policies under The Companies Act, 2013”. Guest Speaker: CS Ravi Varma Total Participants: 3501.06.2014 Study Circle Meeting on the topic “Analysis of Different Aspects of Related Party Transactions”. Guest Speaker : CS Anjan Kumar Roy. Total Participants : 3314.06.2014 Study Circle Meeting on the tipic “Discussion on Compliance Report to be submitted by the Company Secretary to the Board of Directors in respect of Compliance

of All Applicable Laws”. Guest Speaker : CS Shabnum Zaman. Total Participants : 7915.06.2014 Study Circle Meeting on the topic “Discussion on Provisions related to Private Companies under The Companies Act, 2013”. Guest Speaker : CS Mohan Ram Goenka.

Total Participants : 4515.06.2014 Study Circle Meeting on the topic “Draft Secretarial Standards” togather and compile the recommendations of members/students. Total Participants : 3322.06.2014 Study Circle Meeting on the topic “Discussion on Electronic Governance under the Companies Act, 2013”. Guest Speaker : CS Shikha Gupta. Total Participants : 3430.06.2014 6th Annual General Meeting of the Members of Hooghly Chapter of ICSI-EIRC.05.07.2014 Career Awareness Programme at Salkia Vikram Vidyalaya, Howrah05.07.2014 Career Awareness Programme at Howrah Hindi High School, Howrah07.07.2014 Career Awareness Programme at Ratnakar North Point School, Howrah13.07.2014 Half Day Workshop on the topic “Interview Techniques and Personality Development”. Guest Speakers: CA Bharat Baid and CS Ravi Varma. Total Participants: 1613.07.2014 Seminar on “Union Budget -2014”. Guest Speakers: CA R. D. Daga and CA R. K. Vyas15.07.2014 Career Awareness Programme at Salkia Vikram Vidyalaya, Howrah17.07.2014 Preliminary round of 13th All India Elocution Competition -2014 at Conference Hall, Hooghly Chapter. Total Participants -0619.07.2014 Career Awareness Programme at Agrasen Balika Shiksha Sadan, Liluah19.07.2014 Preliminary round of 14th All India Company Law Quiz at Conference Hall, Hooghly Chapter. Total Participants -0818.07.2014 to 24.07.2014 37th Student Induction Programme. Total Participants:3620.07.2014 Full Day Workshop on the topic “Manthan on Companies Act, 2013”. Guest Speakers: Dr. Debashis Mitra, CS Narendra Singh, CS Mohan Ram Goenka, CS

Siddhartha Murarka, CS Mohit Bhuteria. Total Participants - 16024.07.2014 Career Awareness Programme at Rishra Vidyapith (Unit –II)25.07.2014 Investor Awareness Programme at Shri Shankar Vidyalaya, Hind Motor. Guest Speaker: CS Rajiv Gupta27.07.2014 Investor Awareness Programme at Rishra Sewak Sangh, Rishra. Guest Speaker: CS Hansraj Jaria27.07.2014 Investor Awareness Programme at Joy Narayan Santara Lane, Howrah Maidan, Howrah. Guest Speaker: CS Gautam Dugar27.07.2014 1st Campus Placement for Students at Hooghly Chapter seeking Management Training. Total Participants: 9028.07.2014 Career Awareness Programme at Rishra Vidyapith Unit II(Girls)28.07.2014 Career Awareness Programme at St. Denis School, Liluah30.07.2014 Career Awareness Programme at Khamarpura Jagriti Hindi Vidya Mandir, Howrah31.07.2014 Career Awareness Programme at St. Paul’s School

Date Details of the ProgrammeDHANBAD CHAPTER

16.07.2014 Career Awareness Programme at Indian School of Learning, ISM Annexe, Dhanbad. Total Participants: 4419.07.2014 Panel Discussion. Topic: “Accounts & Audit, Board of Directors, Independent Directors and Related Party Transactions under The Companies Act, 2013”.

Guest Speakers: CS B K Parui, Chairman, Dhanbad Chapter of EIRC; CS Ritu Ritolia, Secretary, Dhanbad Chapter of EIRC; CS D K Verma; CS Neeta Malhotra




NEWS FROM CHAPTER

Date Details of the ProgrammeNORTH-EASTERN CHAPTER (GUWAHATI)

12.04.2014 Full Day Seminar on the topic “Highlights of The Companies Act, 2013” and “Accounts and Audit Provisions under The Companies Act, 2013” . Guest Speakers: CSPankaj Jain and CS Vivek Sharma. Total Participants : 24

30.05.2014 Study Circle Meeting on the topic “Future Prospect of Company Secretaries”. Guest Speakers: CS Pankaj Kumar Jain, CS Raj Kumar Sharma and CS Biman Debnath. TotalParticipants: 24

27.06.2014 Full Day Workshop on the topic “The Companies Act, 2013” . Guest Speakers : CS Mamta Binani and CS Siddhartha Murarka. Total Participants : 12328.06.2014 Full Day workshop on the topic “The Companies Act, 2013”. Guest Speakers : CS Manoj Banthia and CS Anjan Kumar Roy, Total Participants : 12329.06.2014 Full Day Workshop on the topic “The Companies Act, 2013”. Guest Speakers : CS Debashis Mitra and CS Deepak Khaitan. Total Participants : 12318.07.2014 to 25.07.2014 22nd Student Induction Programme. Total Participants: 56

Date Details of the ProgrammePATNA CHAPTER

29.04.2014 to 05.05.2014 Student Induction Programme. Total Participants: 6201.06.2014 Professional Development Programme on the topic “Certification under Companies Act : Issues and Best Practices” Guest Speaker : CS Pranav Kumar. Total

Participants : 11

ADVERTISEMENT

Date Details of the ProgrammeJAMSHEDPUR CHAPTER

04.04.2014 Study Circle Meeting on the topic “Chapter I (Definition) & Chapter II (Incorporation) of The Companies Act 2013” . Guest Speaker: Shri Pramod Kumar Singh. Total Participants : 0911.04.2014 Study Circle Meeting on the topic “Chapter III (Prospectus & Allotment of Securities) of The Companies Act 2013”. Guest Speaker: Ms Manjari Sinha. Total Participants : 1019.04.2014 Study Circle Meeting on the topic “Chapter IV (Shares & Debentures) of The Companies Act 2013”. Guest Speaker: Shri Ramesh Kumar Singh. Total Participants : 0926.04.2014 Study Circle Meeting on the topic “Chapter V (Deposits) & Chapter VI (Charges) of The Companies Act 2013”. Guest Speaker: Shri Sital Prasad Swain. Total Participants : 0703.05.2014 Study Circle Meeting on the topic “Chapter VII (Management & Administration) of The Companies Act 2013”. Guest Speaker: Ms Mona Bahadur. Total Participants : 06

Date Details of the ProgrammeRANCHI CHAPTER

07.07.2014To14.07.2014 Student Induction Programme (09th SIP) At Ranchi Chapter of EIRC of the ICSI, Total participants: 1930.06.2014 Career Awareness Programmeat DAV Gandhinagar School, CCL, Ranchi, Total participants: 10630.06.2014 Career Awareness Programmeat Kendriya Vidyalaya, Hinoo, Ranchi, Total participants: 2505.07.2014 Career Awareness Programmeat Kendriya Vidyalaya, HEC, Ranchi, Total participants: 8416.07.2014 Career Awareness Programmeat Army Public School, Dipatoli Cantt, Ranchi, Total participants:3224.07.2014 Career Awareness Programmeat Jawahar Vidya Mandir,Shyamali, Doranda, Ranchi, Total participants:15424.07.2014 Career Awareness Programmeat Lala Lajpat Rai Sr. Sec. School, Pundag, Ranchi, Total participants: 58



ARTICLE

An old Chinese proverb says “When the wind blows there are those who build wallsand then there are those who build windmills.” The word ‘wind’ here is a metaphorfor change and the saying means that when change is essential, only those whoreap the advantage out of it survive. Those who see change as evil, perish. Bybuilding a wall one can possibly temporarily protect oneself, but those who build thewindmill shall reap the benefit of the wind for generations to come. The idea is to finda better way of survival, to take a step towards sustainability.IntroductionThe coining of the term Corporate Social Responsibility (CSR) is new but the concepthas been in existence since the very concept of business came into being. CSR isalso variously referred to as corporate conscience, corporate citizenship or corporatesustainability in various circles. It has historically been based on principles of equityand trust whereby business houses were regarded as trustees of the resources invarious forms that they drew from society and thereby they were expected to returnthe same to the society manifold.CSR and sustainabilitySustainability as defined by the Brundtland Commission is “development that meetsthe needs of the present without compromising the ability of future generations to meettheir own needs”. Corporate sustainability therefore implies the approach of corporationsto bring about sustainable development by balancing commercial and economicprogress with social and environmental development. Today corporate socialresponsibility is being increasingly associated with sustainability meaning that notonly are profits important, it has to be seen how the profits are earned and whether thebusiness is sustainable. So sustainability is also the social responsibility of corporations.Apart from running the business ethically and maintaining transparency, it is thecompany’s responsibility and commitment to stakeholders to ensure that business isconducted in a manner that is economically, socially and environmentally sustainable.So CSR is closely linked with the larger concept of sustainability. It is being increasinglyfelt worldwide that “Businesses cannot be successful when the society around themfails.”CSR in IndiaThe concept of CSR is not new in India. What is new is the mandate on CSR bycompanies meeting a specific criterion. In India many business houses havetraditionally associated money-making with a philanthropic activity side by side. Theidea was more embedded in trusteeship and even had its impact on institutionswhich actively participated in India’s freedom movement. It was more about givingdonations and taking up activities for uplifting the poor. The idea was to use thesociety’s resources to make money and thereafter giving away some of it back to thesociety in the name of charity. Over the years, more than just philanthropy, this sortof funding also came to be seen as a means of creating goodwill and reputation in themarket. Companies are increasingly coming up with advertising their activities inmedia, gatherings and their websites to this end. The concept of CSR introduced bythe Act has more to do with the redistribution of wealth in the society. Rather thanphilanthropy; duty is what has been mandated. And CSR has been emphasized asan organizational objective.Companies Act, 2013 and CSRAfter decades of debate, the Indian Parliament finally passed its first update of thecountry’s corporate law ever since the Companies Act of 1956. Overhauling a nearlysix-decades-old Companies Act, the new Companies Act includes many provisionsthat seek to modernize the corporate governance rules in the country making itstricter. It also brings respite to the social development by making it mandatory forcertain class of profitable enterprises to spend profits on social welfare activities.Companies meeting a certain criterion of turnover, net assets and profit are requiredto make compulsory CSR investment. Such collective expenses by corporationsare estimated to be around ` 15,000 - 20,000 crores every year for a few yearsstarting from fiscal year 2014-15.By passing the new provisions, the Companies Act 2013 has become the first in theworld to make CSR mandatory. The relevant section 135 of the Act has seenextensive public consultations, opinions and debates and although the new Act

introduces CSR as a ‘perform or explain’ concept, the idea has generally beenaccepted well in the business circle. The Act provides a list of activities which maybe taken up as a CSR project, but the decision to pick up a certain activity has beenleft to the discretion of the good minds in the company’s Board of Directors. The BODhas been entrusted with the responsibility of identifying the avenues for properutilization of the CSR funds. The avenues may be a religious trust, a philanthropicactivity, a sustainable development project, education, health or any other charitablepurpose.Mandatory CSRAlthough there is no doubt about the need of corporate social responsibility, themandate in the Companies Act has got mixed reaction from the industry. Somebusiness leaders have seen this as a ‘forced charity’. They see it as too muchtaxation in these hard times. For companies planning to scale up this might act as ahindrance. The imposition is seen as a major obstacle by many business leaders.They opine that spending on charitable projects should be a spontaneous decision ofthe Board. However, there are many business leaders who have wholeheartedlywelcomed the decision. It is widely felt that the CSR mandate will act like a self-regulating mechanism whereby an organization will ensure its active compliancewith law in its spirit and ethical standards.Specific requirements under the new ActWith the passing of the Companies Act 2013, the CSR activities henceforward cometo be governed by the clause 135 of the Act. The provisions of the section apply tocompanies with a net worth of ̀ 500 crores or more, or an annual turnover of ̀ 1,000crores or more, or a net profit of ` 5 crores or more in a particular year. Theprovisions are applicable from fiscal year 2014-15 onwards and require companies,inter alia, to set-up a CSR Committee of the board consisting of three or moredirectors, at least one of whom shall be an independent director. The mandate onsuch companies is to spend at least 2% of their average net profit of the previousthree years on certain CSR activities as specified in Schedule VII of the Act. After theAct received assent, the MCA had put up its draft CSR rules on its website for publiccomment and the Companies (Corporate Social Responsibility Policy) Rules 2014came into force from 1st April 2014.List of specified activitiesSchedule VII of the Companies Act 2013, as amended on 27th February 2014prescribes the following activities for proposed CSR projects of companies,1. Eradicating extreme hunger, poverty and malnutrition, promoting preventive

health care and sanitation and availability of safe drinking water;2. Promotion of education, including special education and employment-enhancing

vocation skills especially among children, women, elderly and the differently-abled and livelihood enhancement projects;

3. Promoting gender equality, empowering women, setting up homes and hostelsfor women and orphans; setting up old age homes, day care centres and suchother facilities for senior citizens and measures for reducing inequalities facedby socially and economically backward groups;

4. Ensuring environmental sustainability, ecological balance, protection of floraand fauna, animal welfare, agro-forestry, conservation of natural resources andmaintaining quality of soil, air and water;

5. Protection of national heritage, art and culture including restoration of buildingsand sites of historical importance and works of art; setting up public libraries;promotion and development of traditional arts and handicrafts:

6. Measures for the benefit of armed forces, veterans, war widows and theirdependents;

7. Training to promote rural sports, nationally recognised sports, paralympic sportsand Olympic sports;

8. Contribution to the Prime Minister’s National Relief Fund or any other fund set upby the Central Government for socio-economic development and relief andwelfare of Scheduled Castes, Scheduled Tribes, OBCs, minorities and women;

CS Rupanjana DeDirector, Nandi Resources Generation Technology Pvt. [email protected]

A Critical Analysis of Corporate SocialResponsibility




9. Contributions or funds provided to technology incubators located within academicinstitutions which are approved by the Central Government

10. Rural development projects.CSR CommitteeCSR committee shall consist of at least three directors of the company one of whomshall be an independent director. For companies that are not mandatorily required toappoint independent directors under the Companies Act 2013 but qualify for CSRspending, a clarification is still awaited as to the requirement of independent directorin the committee.Duties and Functions of CSR CommitteeThe following are the duties and functions of the CSR Committee:1. To review the past and current CSR activities of the company, if any, and

examine their alignment with Schedule VII of the Companies Act, 20132. Researching on national and local development priorities and setting up relevant

CSR activities for the company.3. Studying the CSR practices of other companies and learning from their

experiences.4. To formulate and recommend to the BOD, a CSR Policy listing the activities to

be undertaken by the company and to lay down what those policies wouldimply in terms of the company’s vision, mission and its core business area.

5. To recommend the amount of expenditure to be incurred on each activity listedin the Policy

6. To determine the mechanism for implementation, i.e., whether the projects willbe implemented by an in-house department or through a tie-up with an NGO

7. To monitor and supervise the implementation of the CSR projects recommended8. To monitor the CSR Policy of the company from time to time.Responsibility of the BODThe CSR mandate enhances the role of the Board of Directors. Accordingly thedirectors, in addition to their other duties, are entrusted with the following tasks:- To compose a CSR Committee- To disclose the composition of CSR Committee in its reports.- To ensure at least 2% of average net profit of the preceding 3 years is spent on

CSR activities every year.- To approve the CSR Policy after considering recommendations of the CSR

Committee.- To ensure that activities laid down in CSR policy are actually undertaken by

company as per the intent of the committee.- To disclose CSR policy and initiatives towards implementation in its report and

in the company’s website.- If spending up to 2% of net profits, as required, is not done, to report the reasons

for failure in its report.Contents of CSR PolicyThe CSR policy devised by the BOD under recommendation of the CSR Committeeshould list out projects and programmes that are proposed to be undertaken by thecompany under CSR initiative. It should detail the modalities of execution of theprojects, funds allocated under each and the implementation schedules for them.CSR CorpusThe CSR corpus would include the following funds:a. 2% of the average net profits (calculated on the basis of profits of past 3 years),b. Any income arising therefromc. Surplus funds arising out of CSR activities.In calculating the ‘net profit’ the net profit before tax as per books of accounts of thecompany for the previous three years shall be taken into account and this shall notinclude profits arising from branches outside India. For calculating the 2% for CSRspending, the average of the previous three years’ profits shall be computed. Thisimplies that immediately after implementation, the first mandatory CSR spending willrelate to 2% of the average net profit of the years 2011-12, 2012-13 and 2013-14.Implementation of CSRA company can implement its CSR activities through any of the following methods:1. On its own, through an in-house department2. Through its own non-profit foundation set-up to facilitate the CSR initiative3. By partnering with registered NGOs working independently and having

experience in implementing similar activities

4. Through joint collaboration with other companies which also qualify for CSRspending

FAQsIn view of the new provisions introduced, the MCA had been receiving many queriesfrom the industry stakeholders and has issued clarifications and answers from timeto time. The following FAQs are accumulated based on those and a minute readingof the provisions. The MCA expects to issue a detailed set of FAQs by July orAugust 2014.1. What is ‘CSR’?The Act defines CSR as activities for promoting education, health, environmentalsustainability, gender equality and the development of vocational skills or for thereduction of poverty. Such philanthropic activity shall ideally be taken up in the localarea around which the company operates.2. What is the requirement under CSR?The Companies Act 2013 requires companies with a net worth of ` 500 crores ormore, or reaching an annual turnover of ̀ 1,000 crores or more, or earning a net profitof ` 5 crores or more in a year are obligated to spend a minimum of 2% (whichmeans more than 2% spending is welcome) of average net profits of the past 3 yearson any philanthropic activity listed in Schedule VII of the Act.3. To which companies does the rule apply?The CSR spending requirement will apply to all companies incorporated in India,whether domestic company or subsidiary of a foreign company and which meet thecriterion mentioned above during any of the previous three financial years.4. Will CSR spending by foreign holding company qualify as subsidiary’s

spending?Yes, but only if the expenditure is rooted through the Indian subsidiary company andis utilized for CSR activity in India.5. Does sponsorship of ‘events’ qualify for CSR?The government has clarified that ‘one-off events’ like marathon runs, televisionprogrammes or awards will not qualify as CSR activity. In order to qualify, not onlyshould the list of Schedule VII be followed, it should be an actual project or a detailedprogramme and not a one-off event.6. What is the role of CSR Committee?The CSR Committee has to review, approve and validate the company’s CSRinvestments. It has to recommend the amount to be spent and review the CSR Policyfrom time to time.7. What is the role of the Board?Board has to set up a CSR Committee with at least three directors, one of whom shallbe independent. In addition prior to every annual general meeting, the board mustsubmit a report detailing the CSR initiatives undertaken by the company during theprevious financial year and in case it has failed to initiate any such activity, thereason for failure.8. What should be the content of CSR policy? It should be a detailed policy framework of the organization containing a list of projectsplanned to be undertaken, the means of execution, implementation schedules and theprocess of monitoring.9. Is there any guidance on acceptable reasons for failure?No guidance exists as of now on what are fit to be acceptable reasons for failure ofa company in taking up the mandatory CSR project and spending.10. How can the qualifying company execute the legal requirement?Companies that meet the qualifying criteria may choose which area as listed inSchedule VII to invest in. They may directly undertake the project with the help of aseparate department formed for the purpose. They may also get the project done byan NGO working specifically in the area of activity chosen. Else they may alsocontribute the amount to the funds of the Central or State Government earmarked forsocioeconomic development.11. Can projects outside the activities listed in Schedule VII be taken up

and claimed as CSR expenditure? No. The rule prescribed requires the CSR project expressly to be one amongst thoselisted in Schedule VII and no other expenditure would qualify as CSR expenditure.12. Is Schedule VII rigid or is it flexible allowing scope for future

amendments?Schedule VII is flexible and with the passage of time and change in governmentalpriorities it is expected to be amended from time to time to include more projects orincrease the scope of the current projects listed.

ARTICLE



13. If a company has been voluntarily doing any charity work, will it qualifyas CSR spending?

As of now, the list given in Schedule VII is rigid and may not be deviated from bycompanies. Only contribution to activities enlisted in the schedule will qualify asCSR spending.14. How to quantify CSR spending for new companies that have not

completed 3 years but met the turnover criteria?There is no clarity on this yet on this issue as the new companies which have notyet completed three years of operation will not have three years’ balance sheet. Butthere is no doubt that they will qualify for mandatory CSR spending and mustaccordingly have the CSR Committee and CSR policy is in place. To start with theimmediately available balance sheet(s) may be taken into consideration.15. What will be the tax implications of the CSR expenditure?Being on a nascent stage, this topic is again not very clear. In the new Direct TaxesCode (DTC) Bill proposed recently, Finance Ministry has made an important observationthat allowing deduction for CSR expenditure would imply that the government iscontributing one-third of the CSR expenditure from its own revenue. This may betaken as an indication that the ministry is against allowing any deduction therein.16. Will there be a monitoring agency with authority to approve (or not) a

particular CSR spending?As of now there is no separate monitoring agency. But just like the Boards’ report, themandatory reporting on CSR in the report will be scrutinized by the stakeholders andthis is expected to act as sufficient surveillance on the CSR Committee.17. Is it mandatory for companies to self-implement the CSR project?No. The CSR project may be effected through an implementation partner like an NGOthat is doing work in the same line of activity.18. Is handing over CSR amount to implementation partner sufficient

compliance?Spending shall be construed as done as per law only when the actual utilization (andnot handing over to an NGO) of allocated funds for the activities under CSR projecttaken up has occurred.19. What should be done with profits accrued on the CSR Fund?Profit arising out of or any surplus from the CSR fund will have to be reinvested intoCSR initiatives, and this will not form part of the mandatory 2%. This means that thesurplus will be over and above the mandatory 2% in the CSR corpus.20. Can Indian company having operations outside India use the money

‘locally’?The mandatory CSR activities are strictly to be undertaken in India and thoseundertaken out of India, if any, will not be taken into consideration21. Do activities for benefit of employees qualify under CSR?Activities that are meant exclusively for employees and their families will not qualifyas a CSR activity. However, as a part of a greater CSR project, employees and theirfamilies may be benefitted.22. Is the salary paid to in-house CSR department deductible from CSR

corpus?Yes. The salary of employees in the CSR Department of a company is treated as partof CSR spending and can be paid from the CSR fund.The CSR Mandate – A critiqueIn an article published in the New York Times in September 1970, American economistMilton Friedman had observed, “The Social Responsibility of Business is to increaseits profits”. The scenario is much different today, especially in developing nations. Ina country like India with literacy still the pride of only a third of the population, around70% population still lacking access to proper sanitation and about 12% of the populationliving below the poverty line, with less than US$1.25 a day as per the latest surveyof the World Bank, mandatory CSR provisions of the Companies Act should be hailedas a great step forward towards equitable and sustainable economic development.While most countries only provide for mandatory CSR reporting, India is the first oneto mandate the actual spending in addition to reporting. As business environment getsmore and more complex coupled with rising demands of stakeholders’ development,a good and mandatory CSR programme can keep the Board alert about theirresponsibilities and this way it can only bring in greater benefits to business. Thereis no denying the fact that when business pressures rise it is but natural for thestewards to drift away from responsibilities unless there is the requirement of astatutory compliance. So mandatory CSR is not evil, it can help the directors hold thesteering in the right directions. The mandatory CSR would also help the growth of theorganization by enhancing its image amongst consumers and the society at large

which in turn would also helps attract better manpower and help retain the existingworkforce. Employees can work with increased morale and a sense of belongingnesstowards the company. This helps companies become responsible corporate citizens.But despite being a welcome move in many circles the new provisions of CSR hascome in for a lot of criticism. And there are multiple points for criticism. In my opinionthe first obstacle is the ‘local area where it operates’ clause in the Act. For companiesthat are into manufacturing and create environmental concern this clause seems to bebefitting. But what about companies in the service sector which in most cases areborderless? Many of them are the top earners in the country in terms of turnover, buttheir activity has no bearing on the environment or health of the local populace.Where is then the justification for the local area clause?Second point of criticism is the ‘comply or explain’ approach of the law. By makingCSR a mandatory provision, the legislature has taken a bold step, but then theliability of the Board is restricted to a ‘sufficient explanation’. This perhaps gives ascope to companies with the highest turnovers to shirk and get away with non-compliance with the provision by just giving an excuse.The third problem seems to be direct linking of turnover / profit with CSR investmentinstead of taking into account whether or not the company has already takensustainability measures in earning its profit. The mandate may discourageentrepreneurship and social responsibility concerns that some businesses dovoluntarily manifest.Fourth, the social responsibility of companies is not always quantifiable. A tobaccocompany that spreads the message that “Tobacco is injurious to health” is obviouslydoing it as a social responsibility that is identifiable and hence the CSR spending insuch cases may be quantified. But how does one quantify the appropriate CSRspending by an automobile manufacturing company. Automobile pollution is a majorcontributor to the environmental pollution and merely stating that 2% of the profit ofsuch a company shall be spent on CSR is a limited thinking.Fifth, no ‘cause and effect’ linkage has been provided in CSR provisions; the closestlink that was perhaps thought of being established was the ‘local area’ criteria whichassumed that the local populace is the maximum sufferer. What about automobilepollution in this case again?Sixth, no monitoring agency has been provided in the Act to approve CSR projects.Directors chosen for the CSR Committee, who are solely empowered to selectprojects may not be qualified enough to establish a causal connection betweenimpact on the society and the projects to be undertaken for social betterment.Seventh, by providing a straight percentage of investment, i.e., 2%, the provisionsmay have been made easier for companies to follow, but in my opinion it does nojustice to SMEs. Just like income tax, the CSR spending could have ideally beenmade on the basis of progressive liability. While the 2% spending might be burdensomefor SMEs, it might be too less a contribution for the top ten profit earners of the country.This only fuels unequal distribution of wealth in the country, rather than redistributingit.The Eighth major flaw is the absence of a time limit within which projects are to becompleted. Without a time restriction, a mandate looks incomplete.Ninth, a major setback to the corporate world is that the CSR spending will not enjoyany tax exemption.And finally, the tenth point of criticism is that a number of companies have expressedtheir concern over the fact that their existing voluntary CSR activities may not qualifyas the mandatory CSR spending and that they would be required to do additionalCSR spending over and above the investment they are already doing. The reasonbehind this is the fixed list of activities prescribed by the Schedule VII which restrictsacceptable CSR projects to a few activities only.ConclusionThe Companies Act, 2013 has introduced the concept of CSR as a mandatoryprovision. But despite taking this bold decision, the provision seems to be only veryclose to perfection. The ‘comply or explain’ approach makes it stereotypical. Thatway it seems that it will be easier to avoid complying with the provisions. The CSRspending in effect is not compulsory, but the reporting about it surely is, that is whatit seems at least as of now. This only shows that like many countries of the west, itis the CSR reporting that has been ultimately stressed upon. If this be the case, onlypractical experience in the industry will show how many companies abide by thelaw to the extent of actually taking up CSR initiatives and how many just ‘explain’.The real experience will show how far the intent of the legislature is carried out. It isworthwhile to conclude with a famous African proverb that says, “If you want to gofast, go alone; if you want to go far, go together”. This quote embodies the essenceof CSR. The eyes of the corporate think-tanks will be closely watching the trend tosee how the legislation translates to reality and how far companies that meet thecriterion happily wish to ‘go together’.

ARTICLE




Place Booth No. ADDRESS1 2 3

Kolkata E-1 Eastern India Regional Office of the ICSIICSI-House 3A, Ahiripukur, 1st Lane,Kolkata 700 019

E-2 The Park Institution,12, Mohanlal Street, ShyambazarKolkata – 700004

E-3 Anglo-Arabic Secondary School46/7, Mahatma Gandhi Road, Kolkata – 700009

E-4 Khalsa High School73, Paddapukur Road, Bhowanipur,Kolkata – 700 020

E-5 Sarada Prasad Institution108/18 Bidhan Nagar Road, Kolkata – 700067

Delhi/New N-1 Northern India Regional Office of the ICSIDelhi ICSI-NIRC Building, Plot No 4,

Prasad Nagar Institutional AreaNew Delhi 110 005

N-2 Banga Sanskriti Bhawan18 - 19, Bhai Veer Singh Marg, Gole MarketNew Delhi-110 001

N-3 Delhi TB Association9, Institutional Area, Lodhi Road, N. Delhi-110 003

N-4 The College of Vocational StudiesTriveni Nagar Sheikh Sarai, Phase IINew Delhi 110 017

N-5 Jagan Institute of Management Studies3, Institutional Area, Sector-5 RohiniDelhi-110 085

N-6 AVB Public School Near BathalaApartment 43, I P Extension, Delhi -110 092

Gurgaon N-7 Deenbandhu Sir Chhoturam BhawanJharsa Road, Behind Shiv MandirGurgaon-122 002

N-8 Alpine Convent SchoolBehind Jalvayu Towers, Sector - 56Gurgaon-122 011

N-9 DLF City Club Moulsari Road, DLF City Phase IIINear Ambience Mall, Gurgaon-122 002

Ghaziabad N-17 Ghaziabad Chapter of NIRC of the ICSI23B, Nehru Apartments Nehru NagarNear Nasirpur Railway CrossingGhaziabad-201 001

N-18 Vaishali Public SchoolPlot No.216 &216/01, Sector-IIIA ,Rachna Vaishali, Ghaziabad-201 010

Jaipur N-19 Jaipur Chapter of NIRC of the ICSIICSI House A-5/A, Institutional AreaJhalana Doongri , Jaipur 302 004

ICSI ELECTION

ELECTION MATTER - 18th July, 2014NOTICE UNDER RULES 5 AND 21 READ WITH CLAUSE (3) OF SCHEDULE 2 OF THE COMPANY SECRETARIES (ELECTION TO THE COUNCIL) RULES, 2006.As you are aware, the duration of the 11thCouncil and the Regional Councils shall expire on 18th January, 2015. The election for constitution of a new Council and RegionalCouncils are tentatively scheduled on 12thDecember, 2014 at all places except Delhi and Mumbai. The elections at Delhi and Mumbai are tentatively scheduled on two days,i.e., on 12th and 13th December, 2014.2. In pursuance of Rule (3) (i) of Schedule 2 of the Company Secretaries (Election to the Council) Rules, 2006, it is proposed to have polling booths at addresses given incolumn 3 of the following table at places which would have more than one polling booth:

Table: Addresses of Polling Booths

N-20 University Maharani’s CollegeRam Singh Road, Jaipur 302001

Noida N-27 Jaipuria Institute of ManagementA-32/A, Sector – 62 , Noida 201301

N-28 Rockwood SchoolB-67, Sector 33, Noida-201 303

Chennai S-1 Madras Stock Exchange Limited,Second Line Beach, Chennai – 600 001

S-2 Southern India Regional Office of the ICSIICSI House No 9 Wheat Crofts RoadNungambakkam, Chennai 600 034

S-3 Dr. M G R Janaki College for WomenDurgabai Deshmukh Road, Chennai – 600 028

S-4 The Industrial Estate Manufacturer’sAssociation Guindy, Chennai – 600 032

Bangalore S-5 Bangalore Chapter of SIRC of the ICSINo. 5, 1st Main Road RajajinagarIndustrial Estate West of Chord RoadRajajinagar, Bangalore - 560 044

S-6 Institution of Agricultural TechnologistsNo. 15 Queen’s Road, Bangalore – 560 052

S-7 The Institute of Cost Accountants of IndiaBangalore Chapter, No. 81, Mallikarjuna TempleStreet, Basavanagudi, Bangalore - 560 004

S-8 Rotary Bangalore IndiranagarRotary House of Service2143, 16th E Main, HAL II Stage(Opp. BDA Park & Near Lohit Hospital)Indiranagar, Bangalore – 560 008

Hyderabad S-9 Hyderabad Chapter of SIRC of the ICSINo.6-3-609/5 Anandnagar ColonyKhiaratabad, Hyderabad-500 004

S-10 Hyderabad Chapter of the Institute of CostAccountants of India CMA BhavanBeside Dena Bank, Post Office RoadSanath Nagar Industrial Estate,Hyderabad - 500018

S-11 YMCA S P Road,Secunderabad- 500003

Mumbai W-1 Western India Regional Office of the ICSI13, Jolly Maker Chambers No II, First Floor andNos. 56 & 57, (5th Floor) Nariman PointMumbai 400 021

W-2 Indian Merchants’ Chamber,IMC Building, Churchgate, Mumbai 400 020

W-3 Maharashra Chambers of Commerce &Industries Oricion House, 6th Floor12, K.Dubhas Marg Kala Goda,Opp.Lion Gate Fort, Mumbai- 400 001



ICSI ELECTION

W-11 Mahratta Chamber of Commerce,Industries & Agriculture PimpriChinchward Wing Building Plot No J-462,TELCO Road MIDC Area, Ganesh Nagar,Bhosari, Pune- 411 026

W-12 SNDT Arts & Commerce College forWomen Karve Road, Pune-411038

Ahmedabad W-13 Ahmedabad Chapter of WIRC of the ICSIICSI-Maneklal Mills ComplexS-2, B-Tower Chinubhai TowersOpp. Handloom House, Ashram RoadAhmedabad - 380 009

W-14 Idea Institute of Management & Technology,4th Floor, Nakshatra BuildingAbove HDFC Bank, Maninagar Char RastaManinagar Ahmedabad - 380008

3. In pursuance to clause (3) (ii) of Schedule 2 of the Company Secretaries(Election to the Council) Rules, 2006, a voter in any of the places listed inColumn 1 of the above table wishing to vote at a particular polling booth listed incolumn 3 of the said table may send a request in writing to the Returning Officer,2014 Elections, The Institute of Company Secretaries of India, ‘ICSI House’, 22,Institutional Area, Lodhi Road, New Delhi by 18th August, 2014, alongwith acopy by e-mail at e-mail ID [email protected]. This Notice has been hosted on the website of the Institute at www.icsi.edu.This is being published in August, 2014 issue of ‘Chartered Secretary’ and theforthcoming issues of Newsletters of Regional Councils.Sd/-(CS M.S. Sahoo)Returning Officer, 2014 Elections

W-4 Hindalco Industries LimitedCentury Bhawan, 3rd Floor, Annie Besant Road,Worli, Mumbai 400 018

W-5 Pinge’s Classes Pvt. LtdJanardhan Building,Near Ideal Book DepotOpp.Chhablidas SchoolNear Shri Krishna Wada Center Dadar(West) Mumbai-400 028

W-6 Mehta Institute202, B-Laran Centre M A Road,Near Andheri Railway StationAndheri (West) Mumbai 400 058

W-7 Smt. P N Doshi Women’s CollegeCama Lane, Ghatkopar (West)Mumbai 400 086

W-8 Muland College of CommerceSarojini Naidu RoadMulund (West)Mumbai 400 080

W-9 ICSI-CCGRT Plot No.101, Sector-15Institutional Area Palm Beach RoadCBD Belapur, Navi Mumbai-400 614

Pune W-10 Pune Chapter of WIRC of the ICSI23, Mukund Nagar Corner of Lane No.1Above Dr. Joshi Hospital Gupte marketPune 411 037

ADVERTISEMENT




42nd NATIONAL CONVENTION

The Institute of Company Secretaries of India is organising its 42nd National Convention of Company Secretaries on the theme “CS - CHANGE.CHALLENGE. OPPORTUNITY” on August 21-23, 2014 at Science City, Kolkata. The theme of the Convention would be deliberated under the followingsub-themes in six technical sessions:

SUB-THEME TECHNICAL SESSIONCHANGE BUSINESS ENVIRONMENT & REGULATORY CHANGES (Macro level Changes at Global Level; Political and Economic

Changes)CHALLENGE MARKET CHALLENGES (Technological Developments and Service Deliverables)

GOVERNANCE CHALLENGES (Growth of Business Structures and Emerging Regulatory prescriptions)OPPORTUNITIES CORPORATE LAWS (Companies Act, 2013)

ECONOMIC LAWS (FEMA, Competition Laws, Securities Laws)SOCIETY AND ECONOMY

The Convention will start with the Opening Plenary at 11:10 am on August 21, 2014 and conclude with Closing Plenary followed by lunch on August 23, 2014.We wish to inform you that the Institute has developed a dedicated web-page to disseminate the information of the Convention at www.icsi.edu/42nc.aspx.CHIEF GUEST:Shri Rajnath Singh, Hon’ble Union Home Minister, Government of India, has given his kind consent to inaugurate the Convention andaddress the participants as Chief Guest at th Opening Plenary of the Convention on 21st August, 2014.CULTURAL PROGRAMME:GREAT ATTRACTION : Performance of Shri P. C. SORCAR (Young), Magician of International Fame, on 21st August, 2014 eveningDELEGATE REGISTRATION PROCEDURE:

a) Registration for delegates may be done through Online Mode. For online registration, please follow the link available at [www.icsi.edu/42nc.aspx].

b) Alternatively, registration for delegates may also be done in cash /cheque and also by banker’s cheque drawn in favour of “The Instituteof Company Secretaries of India” payable at Kolkata. Delegate Registration Form is attached herewith for the purpose.

The entire fee is payable in advance and is not refundable once the nomination is accepted.Type of Delegate Early Birds (Payments received Others (Payment received after

upto 10.08.2014) inclusive of Service Tax 10.08.2014) inclusive of Service TaxMembers of ICSI/ICAI/ICAI-CMA ` 7000 ` 7500Company Secretaries in Practice ` 6500 ` 7000Non-Members ` 7500 ` 8000Senior Members (60 years & above) ` 6000 ` 6500Students ` 6250 ` 6750Spouse/ Accompanying Guest / Children ` 6000 ` 6500Foreign Delegates $ 200 $ 250

AMS of EIRC of ICSI - 2014 Members of AMS Scheme of EIRC of ICSI for the year 2014 will be entitled to ` 2,000/- less than the actual delegate fee. Only ONE PERSON will be entitled to such benefit against one AMS Membership Scheme. Registration of Delegate fee for AMS will be done on PHYSICAL MODE in cash or by cheque / Banker’s cheque drawn in favour of “The

Institute of Company Secretaries of India” payable at “Kolkata” at EIRO of ICSI, 3A, Ahiripukur 1st Lane, Kolkata 700 019. on or before20TH AUGUST, 2014 and such benefit of ` 2,000/- will NOT be available on SPOT registration.

Details of delegate fees are as follows:Type of Delegate Early Birds (Payments received Others (Payment received after

upto 10.08.2014) inclusive of Service Tax 10.08.2014) inclusive of Service TaxMembers of ICSI ` 5000 ` 5500Company Secretaries in Practice ` 4500 ` 5000

August 21-22-23, 2014(Thursday, Friday & Saturday)Venue: Science City, Kolkata

42ND NATIONAL CONVENTION OF COMPANY SECRETARIES




Members attending the Convention on all three days shall be eligible for grant of TEN (10) Programme Credit Hours. Students attending the Conventionon all three days shall be eligible for grant of TWENTY FIVE (25) PDP Hours. STAY ARRANGEMENTS:The Institute has negotiated with various hotels in the vicinity of the venue of the Convention for accommodation of delegates. A list of such hotels is givenbelow and also available on the Convention web-page along with their tariff and other details for convenience of the delegates. The hotel accommodationis subject to availability of rooms in a particular hotel. Interested delegates who desire hotel accommodation may directly book the accommodation at a hotelof their preference. The hotel rates are applicable for 20th to 24th August, 2014.[https://www.icsi.edu/docs/Webmodules/Hotel_Accommodation.pdf

Sl.No. Name & Address of the Hotel1 ITC Sonar Bangla 45/1A, JBS Haldane Ave, Gobra, Kolkata – 700 046

Ph : +91-33-2345 4545; Email: [email protected]; Website : http://www.itchotels.in/hotels/itcsonar.aspx2 Landmark Hotel 36F, Topsia Road, Kolkata – 700 039

Ph : +91-33-6544 9111; Email: [email protected]; [email protected]; Website : http://www.landmarkhotel.in3 Metropolis Inn B-47, Metropolitan Co-operative Housing Society, Sector- B, Tangra, Kolkata – 700 105

Ph : +91-9883545134; Email: [email protected]; Website : http://www.metropolisinn.netA Souvenir containing theme articles, programme details, messages of good wishes and other interesting features will be brought out to commemorate thismega annual event. Kindly use your good offices in obtaining advertisements for the proposed Souvenir.

87th MANAGEMENT SKILLS ORIENTATIONPROGRAMME

Inaugural Session of 87th Management Skills Orientation Programme held on 17th June, 2014. On the dais(L to R) Shri Santanu Mukherjee, Regional Director (ER); Arun Kumar Khandelia, Chairman – EIRC and ChiefGuest, CS (Dr.) Navrang Saini, Regional Director (ER), MCA addressing the participants

Valedictory Session of 87th Management Skills Orientation Programme held on 3rd July, 2014. On the dais (L toR) CS Sanjay Kumar Gupta; CS Deepak Kumar Khaitan; CS Arun Kumar Khandelia; CS Ashok Pareek;CS Mukesh Chaturvedi; and Chief Guest, Shri Kailash Prasad Tibrewal, Industrialist & Active Social Volunteer

Group Photo of Participants





THE INSTITUTE OFTHE INSTITUTE OFTHE INSTITUTE OFTHE INSTITUTE OFTHE INSTITUTE OFCompany Secretaries of IndiaCompany Secretaries of IndiaCompany Secretaries of IndiaCompany Secretaries of IndiaCompany Secretaries of IndiaIN PURSUIT OF PROFESSIONAL EXCELLENCEStatutory body under an Act of Parliament

42ND NATIONAL CONVENTION OF COMPANY SECRETARIESDELEGATE REGISTRATION FORM

The Institute of Company Secretaries of IndiaC-37, Sector-62, Noida – 201 309

Dear Sir,Please register Mr./ Ms. __________________________________________ as a delegate for attending the 42nd National Convention of CompanySecretaries to be held during August 21-23, 2014 at Science City, Kolkata. The particulars of the delegate are as under : -

1. Name of the Delegate2. Designation3. Name and Address of the Organization (Professional Address of the Delegate (for correspondence

Address) (may attach Visiting Card) pertaining to 42nd National Convention)

4. E-Mail Mobile No.5. Telephone Numbers (incl. STD Code)6. If Senior Citizen, Date of Birth Fax No.7. a) ACS/FCS NO. b) CP Holder No. c) Student Regn. No.8. d) ICAI/ICAI-CMA Name of the Spouse/ Non.Veg

Membership No. Children Veg.9. Details of Payment `

(i) Delegate Fee (Member of ICSI, ICAI or ICAI-CMA/ CP Holder/ Non-Member/ Student/ Member above60 Years/ Foreign Delegate)(Circle Whichever is applicable)

(ii) Delegate Fee in respect of Spouse/ Accompanying Guest(iii) Delegate Fee in respect of Accompanying Children (above 5 years but below 18 years)

Total Amount10. Details of Payment

Cash / Bank Draft / At Par Cheque bearing No. _______________ dated ____________ for ̀ _________________ favouring “The Instituteof Company Secretaries of India” payable at New Delhi OR Fee Acknowledgement bearing No. __________ dated ____________ for` ______________________ is attached.Amount transferred to Institute’s Bank Account through NEFT Mode on _________________ vide Transaction Number ____________ (pleaserefer NEFT Mandate published in this booklet)

Yours faithfully,(Signature of the Sponsoring Authority/ Delegate)

Notes : Kindly mention your E-Mail Id / Mobile Number in this form legibly. Delegate Registration Letter will be sent by E-Mail only.

FOR OFFICE USEDate of ReceiptDelegate Registration No.

Consequent upon resignation of CS Anjan Kumar Roy, FCS-5684, fromthe Eastern India Regional Council (EIRC), CS Sanjay Kumar Gupta,FCS-2574, Past Chairman – EIRC, has been co-opted as Member ofEIRC and CS Mukesh Chaturvedi, ACS-10213, Past Chairman &Member – EIRC, has been elected as Secretary & Treasurer - EIRC forthe remaining part of the term i.e. from 25th April, 2014 to 18th January,2015”

CS Mukesh Chaturvedi, Secretary &Treasurer – EIRC of ICSI

CS Sanjay Kumar Gupta Member,EIRC of ICSI

EASTERN INDIA REGIONAL COUNCIL - 2014




Contributed by CS Rajesh PoddarDeputy Company Secretary, ITC [email protected]

Recent Judicial PronouncementsA bouquet of cases which may be relevant to our professional CS fraternity :

JUDICIAL PRONOUNCEMENT

1. Non-compliance of insider trading norms would attract penaltyeven after compliance of takeover code by appellant.(DhavalJanardhanNanavati v. SEBI)Appellant had sold shares of a company in excess of 2% of totalshareholding and was required to disclose to company in Form C withintwo working days of sale of shares regarding change in shareholdingor voting rights in company under Prohibition of Insider Trading (PIT)Regulations.Appellant made a declaration after expiry of two days and not incompliance with PIT Regulations but in compliance with regulation 29(1)of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,2011.Adjudicating Officer imposed penalty upon appellant for violationof PIT Regulations.Held that, even if disclosure made under Takeover Regulations couldbe treated as disclosure made under PIT Regulations, such disclosurebeing not made within time prescribed under PIT Regulations, penaltywas rightly imposed upon appellant.

2. Prima facie, resolution approving scheme of amalgamationshould not be passed by shareholders only by way of votingthrough postal ballots or electronic means in completesubstitution of an actual meeting of shareholders.(High Court ofBombay – Wadala Commodities Ltd., In re)The judgment of the Bombay High Court is a significant one as it clarifiesthe rights of shareholders to attend and vote for (or against) resolutionsproposed by the company, especially in the case of court-convenedmeetings for schemes of arrangement (and amalgamation). The courtsgrants wide amplitude to shareholder franchise and re-emphasises thatthe methods of voting are a facility provided to shareholders that cannotbe circumscribed. Moreover, it highlights the importance of deliberationsat a general meeting and the power of persuasion, both of which cannotbe treated as empty formalities. This judgment also provides furtherimpetus to shareholder participation in corporate decision-making, whichis an important component of the overall phenomenon of shareholderactivism, which is gaining ample momentum in the Indian context.The wider ramifications of the judgment are evident in the observationsof the court that “on a prima-facie view that the elimination of all shareholderparticipation at an actual meeting is anathema to some of the most vital ofshareholders’ rights, it is strongly recommended that till this issue is fullyheard and decided, no authority or any company should insist uponsuch a postal-ballot-only meeting to the exclusion of an actual meeting.”

3. Prosecution on dishonor of cheque cannot be extended to alldirector disregarding their duty and functions in company.(BrijiGopalDaga v. State of Kerala)Held that, in a prosecution launched against a company by invokingsection 141 of the Negotiable Instruments Act, 1881, the principal accusedwill be the company itself. The liability of the person who was in-chargeof, and was responsible to the company for the conduct of its business isonly having a vicarious criminal liability; further, vicarious criminal liabilitycannot be extended to all the directors of the company irrespective of

their duty and function in the company.4. CLB allowed single shareholder to call EGM when other

shareholders turned hostile and denied to co-operate. (AsianResorts Development Ltd. v. Syscon Consultants Pvt. Ltd.)Held that in the instant case, for the purpose of enabling the petitioner tocarry on the affairs of the company and conduct its business in a smoothmanner, to comply with the relevant statutory requirements under theCompanies Act, including preparation and filing of the annual returnsand financial statements of the company and to take further steps for therevival of the company in the interest of justice, the petitioner being asingle member of the company present in person or by proxy shall bedeemed to constitute the requisite quorum for holding and conductingthe Extraordinary General Meetings (EGMs) of the respondent companyfor the years 2006 to 2013, and that the EGM of the company so heldand conducted by single member in accordance with instant order shall,for all purposes, be deemed to be meetings of the respondent companyduly called, held ad conducted..

5. Acts and omissions of noticees were, clearly a device, scheme andartifice employed by noticees to defraud in connection with dealingin securities of Satyam Computers and fall in ambit of prohibitedactivities under section 12A(a)(b)(c) of SEBI Act and regulation 3and regulation 4 of Prohibition of Fraudulent and Unfair TradePractices (PFUTP) Regulations. [RamalingaRaju, In re]RamalingaRaju and others individually as well as acting in concertfalsified books of account and mis-stated financials of Satyam Computersand, thus, portrayed a false picture of its published quarterly/annualresults; they also provided false CEO/CFO certification, made variousannouncements and issued advertisements/press releases on basis offalsified and mis-stated financial position of company and indulged ininsider trading on basis of unpublished price sensitive information (UPSI).Held that, in order to protect interest of investors and integrity of securitiesmarket, in exercise of powers conferred upon SEBI under section 19 ofSEBI Act, 1992, read with section 11, 11(4) and 11B of SEBI Act, andregulation 11 of SEBI (Prohibition of Fraudulent and Unfair TradePractices Relating to Securities Market) Regulations, 2003, andregulation 11 of Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations, 1992, RamalingaRajualongwith othersare restrained from accessing securities market and prohibited frombuying, selling or otherwise dealing in securities, directly or indirectly, orbeing associated with securities market in any manner, whatsoever, fora period of 14 years.Further held that, in exercise of the powers conferred under section 11and 11B of the SEBI Act, 1992 read with Securities Laws (Amendment)Ordinance, 2014, the noticeesare directed to disgorge the wrongfulgain made by them from their contraventions, with simple interest @12% per annum from January 07, 2009 till the date of payment. Theyshall pay the said amounts within 45 (forty five) days from the date of theorder by way of demand draft drawn in favour of SEBI.

6. Probate granted by a competent court is binding on everyone,



JUDICIAL PRONOUNCEMENT

hence where petitioners had become entitled to shares ofcompany on basis of probate passed by competent Court,company would have to abide by Probate as long as it was notset aside, thus petitioners would be entitled for transmissionof shares in their name. (SooniJalTaraporevala v. Nestle India Ltd.)In the instant case, Late M and her son R were joint holders of equityshares of the Company in their name, thereafter late M executed Willand Codicil bequeathing her rights over her investments to thepetitioners. On seeing the Will executed by late M and consent termsentered between the petitioners and R, the High Court of Bombaypassed a Probate in Testamentary Petition conferring the petitioners asexecutors of the Will.However, Articles of the Company says that in the event of death of oneof the joint holders, the Company will only recognize the survivor as ashareholder of the shares lying in the joint name of deceased person.Since a competent Court has passed Probate on the settlement arrivedbetween R, the joint holder of the shares and the petitioners, it has to beconsidered as binding on the Company, everybody and anybody.Therefore, Company has to register these petitioners as shareholders’in the Register of shareholders, in the place of late M and joint shareholderR, as the order of High Court is final.

7. Where guarantor company’s director appended digital signatureon Form 8 in respect of creating charge, but same could not beuploaded on MCA site due to said director’s default in someother company, no relief could be availed by the petitioner.

(Kotak Mahindra Bank Ltd. v. Nagarjuna Travels & Hotels Ltd.)In the instant case the Respondent No. 1 (R1) companyauthorised oneof its director to execute the documents and sign the necessary forms inrespect of mortgage and creation of charge. The director who wasauthorised to sign Form 8 is also stated to have appended his digitalsignature on the Form 8 creating the charge. Thus, the R1 Companyhas fulfilled its obligations and has not made any default which requiresthe Bench’s indulgence to direct the R1 Company and any of its officersto make good the default.The director who was authorised by the R1 Company to execute thedocuments is stated to be a director of another company which is a defaultingcompany. In the said circumstances, it is for the petitioner company toventilate its grievances against the R1 company. In such a situation nodirections can be issued against the respondent as section 614 envisagesissue of directions by Company Law Board only against the companyand its officers who are in default and not against anyone else.Held that, in view of the reasons as stated above the petition has miserablyfailed both on facts and on law and the petitioner company is not entitledfor any reliefs as prayed for.The views if any expressed hereinabove are not necessarily the viewsof the organization. The contributor would like to thank CSErinaChakraborty for her assistance in the research work. Facts and judgmenthas been summarized for sake of brevity – Reading the full case issuggested to gain clear understanding of the Orders cited here in thecontext of facts of each case.

I . PMQ COURSE IN CORPORATE GOVERNANCEPost Membership Qualification Course (PMQ) in Corporate Governanceaims to enable the members to gain acumen, insight and thoroughknowledge relating to various aspects of corporate governance.Course StructureTwo parts, viz., Part I and Part IIPart I: Written examination covering five papers.Group I Conceptual Framework of Corporate Governance Corporate and Board Management Legal and Regulatory Framework of Corporate Governance

Group II Board Committees and Role of Professionals Corporate Governance — Codes and Practices

Part II: Dissertation or project report.Course Fee` 12,500/- payable at time of registration for the course` 12,500/- payable after completion of Part-I and before commencementof Part-II

I I . PMQ COURSE IN CORPORATE RESTRUCTURING ANDINSOLVENCYThe PMQ Course in Corporate Restructuring and Insolvency aims atcapacity building of Professionals in the area of legal, practical andapplication oriented aspects of corporate restructuring, rescue and

ICSI PMQ COURSEOFFERED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

insolvency and matters related thereto.Course StructureTwo modules, viz., ‘Module A’ and ‘Module B’ :Module A : Written Examination covering four papers Corporate Restructuring, Rescue and Insolvency Strategic Options for Corporate Restructuring Cross Border Insolvency Practice and Procedure Professional and Ethical Practices for Insolvency Practitioners

Module B : Compulsory WorkshopCourse Fee` 25,000/- at the time of registration` 25,000 at the time of Workshop

ELIGIBILITY CRITERIA AND REGISTRATION FOR THE PMQCOURSE(S)

A person who is a member of the Institute is eligible for admission to thePMQ course.A copy of the prospectus(es) giving the registration procedure andother details can be obtained on payment of Rs. 500/- from the InstituteHeadquarter at ICSI House, 22, Institutional Area, Lodi Road, NewDelhi - 110 003.

For further details, please visit : www.icsi.eduor contact

at [email protected] or 011-45341039/45341014




ANNUAL MEMBERSHIP SCHEME (AMS)From 1st February, 2014 to 31st January, 2015

The Institute of Company secretaries of India, Eastern India Regional council (ICSI-EIRC) has brought to you theAnnual Membership Scheme (AMS) for 2014 is effective from 1st February, 2014 to 31st January, 2015. Within 4months from 1st February, 2014 to 31st May, 2014, substantial amount of programmes on current topics has alreadybeen organised by ICSI-EIRC and that many members / students are not in a position either to enrol in the AMSScheme or to attend the programme(s) already held due to any reason. Considering the above, ICSI-EIRC is pleased tooffer the pro-rata rates of AMS fee for the remaining period of the Scheme from 1st June, 2014 to 31st January,2015. The rates of AMS fee for the remaining period of the Scheme from 1st June, 2014 to 31st January, 2015 are asfollows:

AMS Fee (inclusive of Service Tax @ 12.36%)

` 10,000/- each for Corporate Members

` 7,000/- each for Practising Member/ Self-employed Professionals / Individuals

` 6,000/- each for Students of ICSI

PCH for Members

1 PCH for Study Circle Meeting

2 PCH for Half-Day Workshop

4 PCH for Full-Day Seminar/Conference

PDP for students

4 PDP for Half-Day Workshop

8 PDP for Full-Day Seminar / Conference

Mode of Payment

Payment may be made in cash or by cheque/ DD drawn in favour of “The Institute of Company Secretaries of India– EIRC”

Various programmes on the several topics are on the pipeline and are being organised from time to time for the benefitsof members / professionals / students of ICSI.

Members / Professionals / Students may fill up the attached registration form and submit the same along with therequisite fee to EIRO of ICSI, 3A, Ahiripukur 1st Lane, Kolkata 700 019.

Corporates are kindly requested to provide patronage by opting for multiple registrations under the AMS.

For further details, please write to Shri Tamal Kar, Section Officer, EIRO of ICSI at: [email protected]

ANNUAL MEMBERSHIP SCHEME



REGISTRATION FORM FOR ANNUAL MEMBERSHIP SCHEME(Effective from 1st February, 2014 to 31st January, 2015)

The Regional Director (ER)The Institute of Company Secretaries of IndiaEastern India Regional Office3A, Ahiripukur 1st LaneKolkata 700 019

Dear Sir,Please register the following person(s) as delegate(s) for attending the programmes under Annual Membership Scheme (AMS) being organized byEastern India Regional Council of The Institute of Company Secretaries of India, for the period of one year from 1st February, 2014 to 31st January,2015.The particulars of the nominated person (s) are as under:FOR CORPORATE MEMBERS / PRACTISING MEMBERS / SELF-EMPLOYED PROFESSIONALS / INDIVIDUALS

1. Name(in Block Letters) : _____________________________________________________________________________Designation : _____________________________________________________________________________Name & Address of the organization : _____________________________________________________________________________

_____________________________________________________________________________

FCS/ACS No.: __________________ CP No. __________________ Mobile No. ______________ E-mail ID : ___________________

2. Name(in Block Letters) : _____________________________________________________________________________Designation : _____________________________________________________________________________Name & Address of the organization : _____________________________________________________________________________

FCS/ACS No.: __________________ CP No. __________________ Mobile No. ______________ E-mail ID ____________________3. Name(in Block Letters) : _____________________________________________________________________________

Designation : _____________________________________________________________________________Name & Address of the organization : _____________________________________________________________________________

_____________________________________________________________________________

FCS/ACS No.: _________________ CP No. ___________________ Mobile No. ______________ E-mail ID : __________________

FOR STUDENTS OF ICSI:1. Name of the student (in Block Letters) : ____________________________________________________________________________

Address of the student : __________________________________________________________________________________________________________________________________________________________

Student Registration No. ___________________________________ Mobile No. _______________E-mail ID :___________________

Payment: a) A cheque / DD no. (*)_____________________ dated__________________ for Rs. _____________________drawn on is enclosed.

b) Payment made by cash for Rs………….. . . . . . . . vide Receipt No…………….. . . . . . . . . .date

Yours faithfully,Place:………………………………….Date :……………………………….. [ Sponsoring Authority / Delegate ]

(*) The cheque /demand draft shall be drawn in favour of “The Institute of Company Secretaries of India - EIRC” payable at “Kolkata”

ANNUAL MEMBERSHIP SCHEME

Full-Day Seminar on “Discussion on The Companies Act - Critical Provisions” held on 24th May, 2014 at The Park Hotel

Investor Awareness Programme held on 12th July, 2014 at ICC

NEWS IN FlaSH

Inaugural Session – Chief Guest, Shri Sanjay Jhunjhunwala, Managing Director & CEO, Mani Group of Companies lighting the inaugural lamp

Cross-section of the Audiance

Investor Awareness Programme held on 12th July, 2014. CS Debasish Bandopadhyay, Registrar of Companies (W.B.) addressing. Others seen on the dais (L to R) Prof. (Dr.) Suman K. Mukerjee, Dr. Abhijit Sen, CS Arun Kumar Khandelia, CS Mukesh Chaturvedi and CA Arun Kumar Agarwal

Technical Session – On the dais (L to R) CS Arun Kumar Khandelia, Chairman, ICSI-EIRC addressing. Other sitting on the dias : Shri Sanjay Jhunjhunwala, Managing Director & CEO, Mani Group of Companies, CS B. Narasimhan (Council Member-ICSI), Practising Company Secretary and CS Mukesh Chaturvedi, Secretary & Treasurer, ICSI-EIRC.

Technical Session – On the dais (L to R) CS Manoj Kumar Banthia (Past Chairman, ICSI-EIRC), Practising Comapany Secretary, CS Arun Kumar Khandelia, Chariman, ICSI-EIRC and CS B Narasimhan (Council Member-ICSI) Practising Company Secretary.

Technical Session - On the dais (L to R) CS Mukesh Chaturvedi, Secretary & Treasurer, ICSI-EIRC addressing. Other sitting on the dais : CS Sanjay Kumar Gupta (Past Chairman, ICSI-EIRC), Practising Company Secretary; CS Arun Kumar Khandelia, Chairman, ICSI-EIRC and CS Subrata Kumar Ray (Past Chairman, ICSI-EIRC), Company Secretary, MSTC Limited

Shri Sanjay Jhunjhunwala addressing CS B. Narasimhan addressing

CS Manoj Kumar Banthia addressing

CS R. Kalidas addressing

CS Subrata Kumar Ray 8addressing

CS Sanjay Kumar Gupta addressing

Inaugural Session – Chief Guest, Shri Sanjay Jhunjhunwala, Managing Director & CEO, Mani Group of Companies addressing. Other sitting on the dais : CS Arun Kumar Khandelia, Chairman, ICSI-EIRC, CS B. Narasimhan (Council Member-ICSI), Practising Company Secretary and CS Mukesh Chaturvedi, Secertary & treasurar, ICSI-EIRC.

Technical Session - On the dies (L to R) CS R. Kalidas, VP & Company Secretary, Reliance Power Limited, addressing. Other sitting on the dias : CS Sanjay Kumar Gupta (Past Chairman, ICSI-EIRC), Practising Company Secretary; CS Arun Kumar Khandelia, Chairman, ICSI-EIRC and CS Mukesh Chaturvedi, Sec-retary & Treasurer.

CS Arun Kumar KhandeliaEx-Officio Chairman

CS Rajesh PoddarMember

CS Arani GuhaMember

CS Anjali PrasadMember

CS Anil MurarkaMember

EdItorIAl BoArd

If undelivered, please return to:The Institute of Company Secretaries of India Eastern India Regional OfficeICSI-EIRC House, 3A, Ahiripukur 1st Lane, Kolkata - 700 019 Phone : (033) 2281 6541, 2283 2973, 2290 1065/2178/2179 Telefax : (033) 2281 6542, Email : [email protected]

Edited, Printed & Published by: Shri Santanu Mukherjee, Regional Director (ER) for ICSI-EIRC.The Institute of Company Secretaries of India, Eastern India Regional Office, “ICSI-EIRC House”, 3A, Ahiripukur 1st Lane, Kolkata 700 019.

Publication coordinated by: Shri Tamal Kar, Section Officer, EIRO of ICSIDesigned & Printed by: CDC Printers Pvt. Ltd., 45 Radhanath Chowdhury Road, Kolkata - 700 015, Tel: (033) 2329 8856, Email: [email protected], Website: www.cdcprinters.com

By Book Post/Courier

86th Management Skills Orientation Programme (MSOP) held on 15th May to 31st May 2014 at ICSI-EIRC House

NEWS IN FlaSH

Inaugural Session of 86th MSOP held on 15th May, 2014 - Group photograph of participants

(L to R) CS Mukesh Chaturvedi, CS R. Kalidas addressing CS Arun Kumar Khandelia adn CS Siddartha Murarka on the dais.

On the dais (L to R) Prof. (Dr.) Suman K. Mukerjee, Dr. Abhijit Sen, CS Arun Kumar Khandelia, CS Debasish Bandopadhyay CS Mukesh Chaturvedi and CA Arun Kumar Agarwal

On the dais (L to R) Adv. Narayan Jain, Dr. Abhijit Sen, CS Arun Kumar Khandelia, CS Mukesh Chaturvedi and CA Sushmita Basu

Valedictory Session of 86th MSOP held on 31st May, 2014. On the dais (L to R) Shri Santanu Mukherjee; Shri Hariram Garg (Chief Guest) and CS Arun Kumar Khandelia.

CS Siddhartha Murarka addressing the participants.

Half-Day Workshop on “New Law Relating to Directors” held on 7th June 2014 at ICSI-EIRC House

Half-Day Workshop on “Discussion on Union Budget, 2014” held on 12th July, 2014

ICSI-EIRC NEwSlEttER

Documents

Transcript of ICSI-EIRC NEwSlEttER