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COIMBATORE CHAPTER

"ICSI-Coimbatore House", 556, Mettupalayam Road, Coimbatore – 641 043. Phone No: 0422-2452006, e-mail: coimbatore@icsi.edu

______________________________________________________________________________________________ SEPTEMBER 2010 NO.8

From the Desk of Chairman….From the Desk of Chairman….From the Desk of Chairman….From the Desk of Chairman….

“The greatest crime in the world is not developing your potential”

Dear Professional Colleagues, The month of August 2010 happened to be great with good events at our Chapter: The Chapter celebrated the 64th Independence day on 15th August 2010. Dr.M.Manuneethi Cholan, Registrar of Companies, Tamilnadu, Coimbatore hoisted the national flag in the presence of Members and Students. The Coimbatore Chapter of ICSI and The Institute of Chartered Accountants of India, Coimbatore Branch jointly hoisted a meeting on “Capital Market and Market Manipulations” on 21st August 2010, Saturday from 6.00 p.m. to 8.00 p.m. at Hotel Rathna Regent, Coimbatore. Mr.G.Balasubramaniam, Chapter Chairman welcomed the gathering. Mr.S.I.Vijayasundhar, Chairman Coimbatore Branch of ICAI introduced the guest to the audience. Mr.G.Anantharaman, IRS, Whole Time Member of SEBI (Retd.) & Chief Commissioner of Income Tax (Retd.) addressed the gathering. Mr.V.Selvaraj, JD, Ministry of Corporate Affairs and Mr.K.Nageswara Rao, Commissioner of Income Tax, Coimbatore were present on the occasion. The programme attracted nearly 50 participants.

Contd…. ____________________________________________________________ Inside…. Page 5 - 10 – Articles Page 11 – Image Gallery Page 12 – Legal Overview Page 13 – Compliance Calendar

CHAIRMAN

G.BALASUBRAMANIAM ________________________ Vice - Chairman G.Vasudevan Secretary C.Subramaniam Treasurer R.Dhanasekaran

Members K.Muthusamy K.N.Subramanian C.Thirumurthy A.R.Ramasubramania Raja ( Co-opted) Dr.M.Manuneethi Cholan ( Co-opted) V.S.Subash ( Ex-Officio)

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The 9th Students Conference “CORP QUEST 2010” of Coimbatore Chapter was held on Sunday the 22nd August 2010 on the theme “A Stride towards Corporate Excellence”. The session started with lighting of traditional lamp. The ICSI flag was hoisted. Mr.R.Priyadarshan, Chairman – Corp Quest 2010, welcomed the gathering. Mr.G.Balasubramaniam, Chairman, Coimbatore Chapter introduced the theme. Ms.Sruti Bhaskar, Secretary – Corp Quest 2010,introduced the Chief Guest. Mr.V.S.Kumar, Additional Commissioner of Income Tax, Coimbatore inaugurated the programme. In his address he emphasized the need for tomorrow’s professionals on the corporate social responsibility in the wake of good corporate governance. A souvenir was released to mark the occasion. Mr.N.Sairam, Vice-Chairman – Corp Quest 2010 proposed vote of thanks. Technical Session I was presented on Mutual Funds by Ms. B.Ramya Devi and Ms. S.Pathma. Mr.R.Hariram, Manager-Secretarial, Suguna Poultry Farm Ltd, Coimbatore Chaired the session. Technical Session II was presented on Derivatives by Mr. B.S.Harsha and Mr. S.G.Surya. Mr.G.Vasudevan, Vice-Chairman, Coimbatore Chapter Chaired the session. Technical Session III was presented on Schedule XIII by Mr. N.Sanoj and Ms. K.Divya. Ms. M.Shyamala, Company Secretary, Shivatexyarn Ltd., Chaired the session. Technical Session IV was presented on Buy back of Securities by Mr. C.Sakthivel and Mr.B.Sethuraman. Mr.C.Subramaniam, Secretary, Coimbatore Chapter Chaired the session. Mr.K.Vidhyashankar, D.G.M. & Company Secretary, Bi-metal Bearings Ltd., Coimbatore conducted Mock Board Meeting for students. Mr.M.Rangarajan, Associate Professor, PSG CAS conducted a session on “Executive Skill pack”. Dr.Kavidasan, Director, Roots Industries India Ltd. motivated the students by his lively valedictory speech. This conference has created a historic milestone in the journey of Coimbatore Chapter with highest number of participants in the Students Conference conducted by the Chapter (180 Participants) over the past 8 years.

“I cannot give you the formula for success, but I can give you the formula for failure -- which is: Trying to please everybody”

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During the month of August 2010 the following career awareness programmes were conducted: 2nd August 2010 - PSGR Krishnammal College of Arts and Science, Coimbatore – Conducted by Mr.G.Balasubramaniam, Chapter Chairman. Number of students – 1000. 5th August 2010 - PSG Sarvajana Higher Secondary School, Coimbatore – Conducted by Mr. K.Muthusamy, Past Chairman, Coimbatore Chapter. Number of students – 150. 7th August 2010 - Saratha College of Arts and Science, Gobichettipalayam – Conducted by Mr.G.Balasubramaniam, Chapter Chairman and Ms.Shyama Vijayaraghavan, AEO Coimbatore Chapter. Number of students – 100. 7th August 2010 - PKR College of Arts and Science, Gobichettipalayam – Conducted by Mr.G.Balasubramaniam, Chapter Chairman and Ms.Shyama Vijayaraghavan, AEO Coimbatore Chapter. Number of students – 50. 9th August 2010 – Kathir Institute of Management Studies, Coimbatore - Conducted by Mr.G.Balasubramaniam, Chapter Chairman. Number of students – 50. 9th August 2010 – Bharathi Matric Higher Secondary School, Coimbatore - Conducted by Mr.A.R.Ramasubramania Raja, Past Chairman, Coimbatore Chapter. Number of students – 125. 10th August 2010 – N.G.M.College, Pollachi, Conducted by Mr. K.Muthusamy, Past Chairman, Coimbatore Chapter. Number of students – 300. 10th August 2010 – Sree Ramu College, Pollachi, Conducted by Mr. K.Muthusamy, Past Chairman, Coimbatore Chapter. Number of students – 100. 11th August 2010 - Avinashilingam University, Coimbatore – Conducted by Mr.G.Vasudevan, Vice-Chairman, Coimbatore Chapter. Number of Students – 400. 11th August 2010 – Bishop Ambrose College, Coimbatore – Conducted by Mr.G.Vasudevan, Vice-Chairman, Coimbatore Chapter. Number of Students – 100. 12th August 2010 – S.B.O.A. Matriculation Higher Secondary School, Coimbatore – Conducted by Mr.V.S.Subash, Secretary, SIRC and Ms.Shyama Vijayaraghavan, AEO Coimbatore Chapter. Number of students – 65.

“Nothing can stop the man with the right mental attitude from achieving his goal; nothing on earth can help the man with the wrong mental attitude”

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12th August 2010 - Sri Ramakrishna Matriculation Higher Secondary School, Coimbatore - Conducted by Mr.A.R.Ramasubramania Raja, Past Chairman, Coimbatore Chapter. Number of students – 125. 31st August 2010 - Karpagam University, Coimbatore - Conducted by Mr.A.R.Ramasubramania Raja, Past Chairman, Coimbatore Chapter. Number of students – 130. Forth coming events: ART OF LAWYERING – MARCH TOWARDS NCLT Saturday, the 18th September 2010 - 2.30 p.m. to 6.30 p.m at Hotel Rathna Regent, (Opp. to Residency), Avinashi Road, Coimbatore. Presided by Mr.K.K.Balu, Vice-Chairman, Company Law Board, Govt. of India. Dr.K.S.Ravichandran, Partner, K.S.R & Co., Company Secretaries, Coimbatore addresses on “Emerging Opportunities under NCLT Regime”. Mr.H.Karthik Seshadri, Partner, Iyer & Thomas, Advocates, Chennai addresses on "Understanding the Nature of a Case". STUDENT INDUCTION PROGRAMME (SIP) 20th September to 28th September 2010 – Chapter Premises

The details in respect of the other forth coming programmes will be reaching you shortly. We request you to kindly participate in all the activities of the Chapter to make every event a memorable one. We solicit your kind support in all our endeavors. Professionally yours,

G.Balasubramaniam 9th September 2010

“ The company of good people is like the shop of perfumes, whether you buy or not; you will still get good fragrance.”

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Procedural steps and Time Schedule for Shifting of Registered Office from one State to another State

Pursuant to Section 17 of the Companies Act, 1956 and Companies (Court)

Rules, 1959

K.Vijayalakshmi , B.Com, ACS, Company Secretary, Elgi Rubber Company Limited, Coimbatore

(Assuming 31.07.2010 as the Board Meeting date)

S.NO.

PARTICULARS

DATE

1. Board meeting for:

a. considering and approving the Shifting of Registered Office of the company from one State to another.

b. convening Extra Ordinary General Meeting/ Postal ballot (in

case of listed entity) to the members of the Company for passing the Special Resolution for Shifting of Registered Office of the company from one State to another.

c. authorising a Practicing Professional for appearance in all

proceedings before the Company Law Board.

d. appointment of Scrutiniser in case of Postal Ballot. (Consent letter to be placed before the meeting)

e. authorising Directors to act on behalf of the company for

signing the petition etc.,

31.07.2010

2.

Despatch of Notice of Agenda for the Extra Ordinary General Meeting/ Ballot paper along with the Resolution proposed to be passed and explanatory statement for the same to the members of the Company. (21 clear days before the meeting)

04.08.2010

3.

Advertisement of the Notice of the Extra Ordinary General Meeting/ Postal Ballot exercise for Shifting of Registered Office from One State to another, in Vernacular language and English in the State where the registered office is currently situated.

04.08.2010

Articles Section

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If postal ballot exercise is adopted the following steps to be adopted: a. Last date for receipt of postal ballot. b. Scrutiniser shall segregate the invalid votes and submit a report to

the Board of Directors on the valid ballot entries received as to whether the resolution is passed with majority.

c. Handling over the ballot papers to the designated authority. d. Returning the Ballot papers, register required to be maintained by

the scrutiniser under rule 5(e) of the Companies (Passing of the resolution by postal ballot) Rules, 2001 and other related papers to the Chairman by the Scrutiniser.

e. Publishing of the results of the postal ballot at the registered office

of the Company.

28.08.2010

30.08.2010

31.08.2010

31.08.2010

31.08.2010

4.

Extra Ordinary General Meeting of the members of the Company for passing the Special Business of Shifting of Registered Office from One State to another.

31.08.2010

5.

Date of signing of the minutes book by the Chairman in which the results of the meeting/ postal ballot is recorded.

31.08.2010

6.

Advertisement of Special Notice (outcome of the meeting/ ballot exercise also seeking to public to report to CLB the objections on the same, if any) for Shifting of Registered Office from One State to another, in Vernacular language and English in the State where the registered office is currently situated. (Not less than 1 month before the date of filing of petition)

23.09.2010

7.

Advertisement of Special Notice (outcome of the meeting/ ballot exercise also seeking to public to report to CLB the objections on the same, if any) for Shifting of Registered Office from One State to another in local paper, English language in the State where the registered office is proposed to be situated. (Not less than 1 month before the date of filing of petition)

23.09.2010

8.

E-Form 23 for Special Resolution under Section 17. [Special Resolution passed in Extra Ordinary General Meeting/ through Postal Ballot.]

30.09.2010

9.

List of Creditors of the Company to be prepared and it should not be older than 2 months prior to the date of filing of petition.

30.09.2010

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Special notice to Creditors of the Company in pursuance to Regulation 36(1)(ii) of the Company Law Board Regulations 1991.

11.10.2010

11.

Posting of Special Notice to List of Creditors of the Company in pursuance to Regulation 36(1)(ii) of the Company Law Board Regulations 1991.

19.10.2010

12.

Despatch of a Copy of Petition under Section 17 to The Chief Secretary of State where the registered office is currently situated by Registered Post – Ack due. (Acknowledgment receipt of the same to be obtained)

29.10.2010

13.

E-Form 61 - Petition for shifting of Registered Office from one State to another State with Registrar of Companies. (also forward hard copy of the petition to ROC under whose jurisdiction the registered office is currently situated)

29.10.2010

14.

Filing of Petition under Section 17 with CLB through Registered Post – Ack due along with an application fee of Rs. 1000/-. (Along with the petition, the acknowledgement receipt of the Chief Secretary of State and e-form filed with ROC to be attached)

29.10.2010

15.

Report on the petition by ROC to be submitted to CLB.

10.11.2010

16.

Obtaining order from CLB.

25.11.2010

17.

Filing of e-form 21 within 30 days from the receipt of order copy. (Forward the original Certified copy of the Order to both the ROCs)

25.11.2010

18.

Filing of e-form 18 simultaneously or after the approval of e-form 21 intimating address of the new Registered office

25.11.2010

19.

Issue of the Certificate of Registration by ROC for the alteration within 1 month (maximum) from the date of filing.

29.11.2010

20.

Alteration of the Situation Clause in all the copes of the Memorandum of Association of the Company.

30.11.2010

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Procedural steps and Time Schedule for Shifting of the Registered Office of the Company outside the jurisdiction of the Registrar of Companies, but within the State Pursuant to the provisions of section 17A read with section 146 of the Companies Act, 1956

S.NO.

PARTICULARS

DATE

1. Board meeting for convening Extra Ordinary General Meeting/ Postal ballot exercise for the members of the Company for passing the Special Resolution for Shifting of Registered Office of the company from one ROC to another within the State.

31.07.2010

2.

Despatch of Notice of Agenda for the Extra Ordinary General Meeting/ Postal ballot along with the Resolution proposed to be passed and explanatory statement for the same to the members of the Company.

04.08.2010

3.

Advertisement of the Notice of the Extra Ordinary General Meeting/ Postal ballot exercise for Shifting of Registered Office from one ROC to another within the State, in Vernacular language and English.

04.08.2010

4.

Extra Ordinary General Meeting/ declaring the results of the Postal ballot of the members of the Company for passing the Special Business of Shifting of Registered Office.

30.08.2010

5.

Date of signing of the minutes book by the Chairman in which the results of the meeting/ ballot is recorded.

30.08.2010

6.

E-Form 23 for Special Resolution under Section 17A. [Special Resolution passed in Extra Ordinary General Meeting/ postal ballot]

30.08.2010

7.

Application to Regional Director in e-form 1AD and e-form 61 with ROC.

30.08.2010

8.

Confirmation by RD within 4 weeks from the date of receipt of the Application.

27.09.2010

9.

Filing with Registrar of Companies, the Certified copy of the confirmation of the RD within 2 months from the date of receipt by the Company along with the altered Memorandum. (E-form 21 & e-form 18)

06.10.2010

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Copy of the form for information to be forwarded to ROC under whose jurisdiction the registered office is proposed to be shifted.

06.10.2010

11.

Issue of the Certificate of Registration by ROC for the alteration within 1 month from the date of filing.

15.10.2010

Procedural steps and Time Schedule for Shifting of Registered Office of the Company outside the city limits under the jurisdiction of the same Registrar of Companies Pursuant to the provisions of section 17A read with section 146 of the Companies Act, 1956

S.NO.

PARTICULARS

DATE

1. Board meeting for convening EGM/ postal ballot exercise for shifting of registered office outside the city limits under the jurisdiction of same ROC.

31.07.2010

2.

Despatch of Notice of Agenda for the Extra Ordinary General Meeting/ Postal ballot along with the Resolution proposed to be passed and explanatory statement for the same to the members of the Company.

04.08.2010

3.

Advertisement of the Notice of the Extra Ordinary General Meeting/ Postal ballot exercise for Shifting of Registered Office outside the city limits under the same ROC, in Vernacular language and English.

04.08.2010

4.

Extra Ordinary General Meeting/ Postal ballot of the members of the Company for passing the Special Business of Shifting of Registered Office.

30.08.2010

5.

Date of signing of the minutes book by the Chairman in which the results of the meeting/ ballot is recorded.

30.08.2010

6.

Filing with Registrar of Companies, the Certified copy of the resolution. (eform 23 & 18)

30.08.2010

7.

Issue of the Certificate of Registration by ROC for the alteration within 1 month from the date of filing.

10.09.2010

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Procedural steps and Time Schedule for Shifting of the Registered Office of the Company within the city limits under the jurisdiction of the same Registrar of Companies Pursuant to the provisions of section 17A read with section 146 of the Companies Act, 1956

S.NO.

PARTICULARS

DATE

1. Board meeting for shifting of registered office within the city limits under the jurisdiction of same ROC.

31.07.2010

2.

Filing with Registrar of Companies, the Certified copy of the resolution within 30 days of passing the resolution. (eform 23 & 18)

31.07.2010

3.

Issue of the Certificate of Registration by ROC for the alteration within 1 month from the date of filing.

09.08.2010

Note: Wherever postal ballot is mentioned the Companies (Passing of Resolution by Postal ballot) Rules, 2001 to be adopted and it is applicable only for listed companies pursuant to Section 192A of the Companies Act, 1956. ���������������������������������������

COR(PORATE)TOONS

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Career Awareness Programme at Saratha

College of Arts and Science, Gobichettipalayam – 7th August 2010

Independence Day - 15th August 2010

Capital Market & Market Manipulations 21st August 2010

9th Students Conference

CORP QUEST 2010 – 22nd August 2010

Image Gallery

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LEGAL OVERVIEW S.Venkatesh ACS,

Company Secretary, Sakthi Finance Ltd., Coimbatore

Case Laws

Companies Act

Winding up

National Aluminium Company Ltd Vs SGN Telecoms Ltd [PUNJAB AND HARYANA HIGH COURT, 27 Jul 2010]

The winding up petition is maintainable as respondent company is unable to prove goods are defective as they are unable to document the returned goods and likewise unable to discharge its debts - Petition allowed

Income Tax Act

Exemption under

Section 10(14)

Commissioner of Income-Tax Vs N. Shajilal [2010 TMI – 77154] - KERALA HIGH COURT The additional conveyance allowance granted by LIC to its employee is eligible for exemption under Section 10(14). However the Department was at liberty to establish and disallow exemption in case where the employer did not prove that the additional conveyance allowance was reimbursement of actual expenditure and it was not a perquisite which was outside the scope of section 10(14) of Act.

Business Expenditure

Commissioner of Income-Tax Vs A. Vijayakant [2010 TMI - 77158 ]- MADRAS HIGH COURT The popular cine artists promote their fans association for the purpose of promoting their films among the public at large. The amount spent towards dress, food etc, at the time of release of new films as well as for regular maintenance of “rasigar manrams” activities was a part of their professional activities.

Business Expenditure

Brihan Maharashtra Sugar Syndicate Ltd. Vs Deputy Commissioner of Income-Tax [2010 TMI – 77169] - BOMBAY HIGH COURT The amount spent by the unit towards purchase of the liquor was reimbursed by the assessee not to any individual but to the Army Unit itself which went into the coffer of the Government. There was no bar in taking such reimbursement as evidenced by receipt. Thus the amount spent by way of commercial expediency for promoting the assessee’s product. Hence it was deductible.

Customs

Barred by Limitation

Suresh Bafna Vs Commissioner of Customs and Central Excise (Appeals), Goa [2010 TMI – 77308] - BOMBAY HIGH COURT

The appeal preferred by the petitioner herein was dismissed by the Commissioner of Customs and Central Excise (Appeals) Goa on the ground that the appeal was barred by limitation. Held that- Considering the first proviso to Section 120(A), the Commissioner (Appeals), is directed to hear the matter and dispose of the case according to law.

Cenvat - Packing

Material

J.K. Sugar Ltd. Vs Commissioner of Central Excise, Meerut-II [2010 TMI – 77262] CESTAT, NEW DELHI The use of inputs in the factory of production is a must for claiming cenvat credit. In this case, the packing materials claimed to be inputs have been used at Kandla and the officers have no means of verifying the

relevant details which were required for the purpose of extending the Cenvat credit. Commissioner (Appeals) in upholding the denial of credit and demand of duty along with interest are justified. However, since the matter involved interpretations of the provisions of Cenvat Credit Rules, there being no suppression, misstatement on the part of the appellants, there is no justification for imposition of penalty.

Service Tax

Penalty

M/s. Govardhan Enterprises Vs CST, Chennai [ 2010 TMI – 77299] - CESTAT, CHENNAI If there is no deliberate intention to evade payment of service tax by the Assessee, then no penalty under section 76 and 78 of the Finance Act 1994 be levied on the Assessee. M/s. Electro World, Vs CCE, Chandigarh [2010 TMI – 77293] - CESTAT, NEW DELHI There is no issuance of notice to the assessee under section 73(3) of the Finance Act 1994. Therefore Assessee succeeds in case without facing any penalty under Section 76 of the Finance Act 1994.

Delay in Filing

Duroelex Exports Pvt. Ltd. Vs Commissioner of Customes Central Excise & Service Tax [ 2010 TMI – 77309] - KERALA HIGH COURT The assessee has to file the appeal against the order of Tribunal within 90 days from the date of the order. If there is any sufficient cause for delay has been submitted by the assessee, then the delay can be condoned and restored in the appeal.

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COIMBATORE CHAPTER

Compliance Calendar for the period 16th September to 15th October 2010

Compiled by : Mr.N.Krishnaraj, Company Secretary, Bannari Amman Spinning Mills Limited, Coimbatore.

Compliance required Last date for compliance

Deposit of ESI contribution collected during the month of August 21st September

Return on PF supporting deposit of PF amount for the month of August 25th September

Payment of Service tax collected during the month of August 25th September

Payment of Central Excise duty collected during the month of August 25th September

Conducting of AGM 30th September

Payment of TDS collected during the month of September 7th October

Central Excise Return for the month of September 10th October

Deposit of PF contribution collected during the month of September 15th October

*************************************************** *************************** Kindly mail your feedback, suggestions, articles to icsicbechapter@gmail.com, coimbatore@icsi.edu Disclaimer: The views expressed in the articles are the personal views of the author. Editorial Board : G.Balasubramaniam, G.Vasudevan, C.Subramaniam, R.Dhanasekaran, N.Krishnaraj & S.Venkatesh. © The Institute of Company Secretaries of India, Coimbatore Chapter.