from the chairman · november, 2015 3 nirc-icsi newsletter from the chairman nirc has been...

November, 2015 3 NIRC-ICSI Newsletter

From the Chairman

NIRC has been organizing various State Conferences, oneof them as Haryana State Conference was organized on25th October, 2015 on the theme "CS: Conquering theChallenge of Change" at Gymkhana Club, Karnal. Mr.Kishan Garg, Senior Deputy Mayor, Karnal was the ChiefGuest and CS Nesar Ahmad, Past President-ICSI was theGuest of Honour on the occasion.

Friends, with a view to provide the members, anopportunity of learning at their door step, your NIRC hadlaunched the concept of Learning at Door Step (LDS). Inthis series, NIRC is holding programs at different locationswhere hub of members are professionally located.Programs are organised in the auditorium/ hall ofcorporates, chambers, associations etc. in a particular area.I take this opportunity to request the members to supportthis initiative by allowing NIRC to conduct program(s)/session(s) at their professional premises for benefit of allthe members in that locality. In this series NIRC hasorganised another LDS session on 3rd November, 2015 atthe Auditorium of Panacea Biotec Ltd., Mathura Road, NewDelhi. CA Ankit Varshney of Webtel Electrosoft Ltd. wasthe guest speaker on the occasion on the topic "XBRL -LatestDevelopments".

The tough and abrupt life style of professionals these daysenticed NIRC to organize an exclusive session on "PainRelief through Pencil Therapy" on 11th October, 2015 atNIRC premises. CS Ramanuj Asawa, Renowned AcupressureTherapist, President, Pain Relief Foundation, Nagpur wasthe guest speaker on the occasion. Members participated inthe session in large number and found the same very usefuland beneficial.

Students Programmes:

On 6th October, 2015 valedictory function of 218th MSOPwas organised at NIRC premises. Mr. Sameer Biswas,Former Registrar of Companies (Delhi & Mumbai) was theChief Guest and CS Ashok Tyagi was the Guest of Honouron the occasion.

On 12th October, 2015 and 16th October, 2015 inaugurationfunctions of 222nd and 223rd MSOPs were organised atNIRC premises. CS Surender Gupta, RNJ Bhilwara Group,Noida and CS V K Charoria, Director, Hindustan TimesLtd. were the Chief Guests on the occasions respectively.

On 30th October, 2015 valedictory function of 222nd MSOPwas organized at NIRC premises. CS ArunavaChoudhury,Executive Director, Chief Financial Officer &Company Secretary,National Industrial Corporation Ltd.was the Chief Guest and CS Sibanarayan Nayak, Senior VP- Finance, Era Group was the Guest of Honour on theoccasion.

On 11th, 18th, 25th October, 2015 and 1st November, 2015,NIRC organised Professional Development Programs forthe students at NIRC premises.

I take this opportunity to place on record my sincere thanksand gratitude to the Chief Guests, Guest of Honours andGuest speakers of above mentioned programmes forsparing their time and sharing their rich knowledge andexperience with the delegates of the programmes.

Forthcoming Programmes:

NIRC is organising the following programmes in the monthof November, 2015. Detailed announcement of theprogrammes is published inside the Newsletter. I take thisopportunity to request all of you to attend theseprogrammes in large numbers and make them successful:

• On 7th November, 2015 NIRC is organising ImpactSeminar on the topic "INBOUND INVESTMENT -POLICIES, OPPORTUNITIES & CHALLENGES" atHotel Eros Continental(Royal Ball Room), NehruPlace, New Delhi.

• On 15th November, 2015 NIRC is organisingANNUALSPORTS MEET FOR MEMBERS. CricketMatch , Football, Table Tennis, Badminton (Indoor)& Volleyball are the various activities in the sportsmeet at Yamuna Sports Complex, Surajmal Vihar(Near Karkardooma Court), Delhi

• On 21st & 22nd November, 2015 NIRC is organizingPunjab State Conference in the holy city of Amritsar(Host Chapter - Amritsar) at Radisson Blu Hotel onthe theme Seizing Opportunities in the Winds ofChange".

• On 29th November, 2015, Your NIRC is participatingin Airtel Half Marathon.

I am sure that by now, you must be aware that 43rd NationalConvention of Company Secretaries is being organizedthis year by the Institute at Delhi from Thursday, December17, 2015 to Saturday, December 19, 2015 at KempinskiAmbience Hotel on the theme "Make in India - Innovate,Excel and Grow. I take this opportunity to request themembers who have not yet registered for the same, tokindly register and take the benefit of listening to richdeliberations of the learned speakers and also utilize theopportunity of professional networking at the megaplatform. I look forward to meet you in the NationalConvention.

I request all of you to kindly join hands with NIRC andkeep sending your suggestions and feedback for the furtherdevelopment of activities organized by NIRC.

I also take this opportunity to wish all of you and yourfamily a Happy, Safe and Cracker free Green Diwali andalso Happy Guru Nanak Dev Ji's Jayanti (Gurupurab).

"May the festival of lights be the harbinger of joy and prosperity.As the holy occasion of Diwali is here and the atmosphere is filledwith the spirit of mirth and love, here's hoping this festival ofbeauty brings your way, bright sparkles of contentment, that staywith you through the days ahead. Best wishes on Diwali fromNIRC-ICSI."

With warm regards,

Yours sincerely,

CS NPS Chawla

Chairman, NIRC-ICSI

Cell: 9958535300, [email protected]


COMPETITION LAW - SOME REFLECTIONS– Dr– Dr– Dr– Dr– Dr. S K Gupta* FCS. S K Gupta* FCS. S K Gupta* FCS. S K Gupta* FCS. S K Gupta* FCS

to a licensee or generating company if itenters into any agreement or abuse of theirdominant position or enter into acombination, this is likely to cause anadverse effect on competition in electricityindustry. Now this poses a question as towho would exercise jurisdiction and opensup the doors for forum shopping. This isdefinitely a challenge, and one whichrequires answers at a policy level.

• The foundation of most jurisdictionalchallenges to the CCI orders seems tofundamentally be based on the CCIusurping the jurisdiction of anotherregulator or court. Reference to Statutoryauthorities should be done away with.How to deal with changes in combinationsproposed by the authority post filing ofnotice to CCI ..or approval by CCI.

• Avoidable Inconsistencies have beennoticed in the orders passed by the CCIwith regard to the application of economicprinciples in analyzing the market andestablishing abuse of dominance. CCI'sinconsistent standards in imposing penaltyand excessive reliance on circumstantialevidence have also been a major area ofconcern for the industry.

• As per the Competition Law - if "acombination" formed entirely outside Indiahas "insignificant local nexus and effect onmarkets in India," there is no need to file anotice for the same with CCI. Suchtransactions are not seen to have"appreciable adverse effect oncompetition." However, The meaning of"insignificant" is not clear. "Once it is

Article

*The views expressed are personal views of the author and it should not be taken as views of the NIRC-ICSI.

Competition is an evasive term, and itsunderstanding differs, depending on thecontext. This may be the reason that theCompetition Act, 2002 ('the Act') does notcontain any definition of the termcompetition. Competition means a struggle orcontention for superiority in the commercialworld.

Promoting a culture of competition isimportant for attempting to achieve economicgrowth at the desired pace and for providingquality goods and services at affordableprices. Competition is essential for imbibingthe culture of innovation and development ofbetter technology. Competition is the keydriving force for realizing true potential andoptimum utilization of the scarce economicresources.

The operation and implementation ofCompetition Law in India reflects someanomalies and concerns of the Industry whichare summarized hereunder along withsuggestions for certain modifications in lawand approach :

• There is possibility for conflict betweenjurisdictions of the CCI and other sectoralregulators like the Reserve Bank of India(RBI), the Telecom Regulatory Authority ofIndia (TRAI), the Insurance Regulatoryand Development Authority (IRDA), thePetroleum and Natural Gas Board(PNGRB) and electricity regulators. Forexample, under the Electricity Act, 2003,the power is with the Central ElectricityRegulatory Commission to issue directions


Article

proven that a merger or an acquisitionresults in a combination with local nexus,how to decide whether that nexus issignificant? What is 'insignificant effect'needs to be clarified

• Practically every investment in India by aglobal major will cross the thresholdsstipulated in Section 5. The CompetitionCommission of India (CCI) will be able toinvestigate the deal irrespective of theposition the investment or joint venture willoccupy in the marketplace. Conversely, asmaller enterprise which may have adominant position in the same marketplace will not necessarily meet the criteriaand may avoid investigation.

• Competition Law envisages differentthresholds for different class of companiesfor approval of combinations. However,neither the Class of companies have beenprescribed..nor grounds for identifyingsuch class of companies

• Pre-filing consultation has been anotherarea of concern in India. Competitionregulators in many countries encouragecompanies to open a dialogue with theregulator even as they are completing duediligence. Such consultations are useful ascompanies know if their plans are likelyto run into any regulatory hurdles or if theyneed to amend the proposed transaction.But India's Competition Act allows suchconsultation only on procedural issues; itis up to the discretion of the officials at CCIto discuss substantive issues. Also, whendiscussions are held, the opinion shared isnot binding on the Commission.

• The leniency application process is veryporous. The problem lies in the way thelesser penalty provisions are worded. Theprovision empowers the Commission to

impose lesser penalty if it 'may' deem fit, incontrast to the US anti-trust provisions,which mandates the Department of Justiceto necessarily (the word used in the USlaws is 'shall') grant the immunity frompenalties

• CCI should consider Incentivizing existentcompliance programs and practices.Creation of such a system will helpcompanies avoid fines or mitigate theirseverity, pre-empt the possibility of theirconcluding potentially void agreements,and reduce the costs and negative effectsof litigation and regulatory intervention

• India's competition regime is seen to befriendlier than that of China. Competitionmatters in China are handled by a bureauin the ministry of finance and commerce;it usually takes six months to clear aproposal, and there is no appeal to anydecision. In contrast, India has anindependent Commission; cases have beencleared in as little as 15 days; parties to anM&A are heard, and appeals are allowed.

Perhaps the time has come to develop a set ofguidelines which use tools of micro economicsinterlinked with macro concerns. nature ofcompetition has changed demanding an open'out- of-the box' approach. We must look atthe market dynamics of a globalised worldwhere dominance is the trend which is notconsidered as abuse. The Comfort of law anddiscomfort with economics is fast changingover time. But it is important to design anduse economic tools that can effectivelycombine economic welfare with total welfarein a rigorous theory of consumer harm.Effective use of consumer surveys, nationaldata on income distribution, consumptionpatterns can link Competition evaluationdecisions to the larger canvas of the economy


70TH BIRTHDAY OF A DIRECTOR - TIME TO CELEBRATE?– Ms.Sneha Ghuriani, Licentiate Member of ICSI*– Ms.Sneha Ghuriani, Licentiate Member of ICSI*– Ms.Sneha Ghuriani, Licentiate Member of ICSI*– Ms.Sneha Ghuriani, Licentiate Member of ICSI*– Ms.Sneha Ghuriani, Licentiate Member of ICSI*

manager in a public company or a privatecompany which is a subsidiary of a publiccompany shall be made except with theapproval of the Central Government unlesssuch appointment is made in accordance withthe conditions specified in Parts I and II ofSchedule XIII. The relevant part of theSchedule mentioned the conditions forappointment of directors without Central'sGovt approval, out of which one was that theperson should have completed the age of 25years and has not attained the age of 70 years.

Controversy

Thus, age criterion for director's appointmentunder 2013 Act is not a new concept, but wasthere in the earlier act. However, the questionwhich arises is whether when a directorappointed attains 70 years of age during hisperiod of directorship, would he bedisqualified then, or would he be allowed tocomplete his tenure. Further, if a director whohas been appointed prior to April 1, 2014(when 2013 Act was enacted) attains 70 yearsof age on such date, would he be disqualifiedfrom being a director?

Interpretation:

Going by Section 196(3)(a), it is seen that notonly the word 'appoint' but also the word'continue the employment' is mentioned,which if given literal interpretation wouldmean that a director would not be able tocontinue his directorship when he turns 70years of age. However, if we read the provisoto the section, it is provided that a specialresolution should be passed for appointmentof a person who has attained the age of

Article


Introduction:

Appointment of director under CompaniesAct, 2013

Section 196 of Companies Act, 2013 talksabout appointment of managing directors,whole-time directors and managers. Sub-section 3 of Section 196 enumerates certaindisqualifications for a person to be managingdirector, whole time director or manager.Further, clause (a) of sub-section (3) of Section196 states one of such disqualification, thatis, no company "shall appoint or continue" theemployment of any person as managingdirector, whole-time director or manager"who is below the age of twenty-one years orhas attained the age of seventy years".Furthermore, the proviso to the clause statesthat the "appointment of a person who hasattained the age of seventy years may be madeby passing a special resolution in which casethe explanatory statement annexed to thenotice for such motion shall indicate thejustification for appointing such person".

Appointment of directors under CompaniesAct, 1956

Earlier, under Companies Act, 1956, theprovision dealing with appointment ofdirectors was contained in Section 267.However, under that provision, no such agelimit was prescribed. On closer scrutiny of1956 Act, it can be observed that Section 297stipulated certain cases where approval ofCentral Govt was required for appointmentof directors. Sub-section (2) of Section 297stated that no appointment of a person as amanaging or whole-time director or a


seventy years, thus, 70 years of age does notseem to be an absolute bar from directorship.

Thus, if we liberally interpret the provision, adirector appointed when he was 69 years ofage, could continue as director even when heattains 70 years. However, a personappointed as director before enactment of2013 Act, i.e., before April 1, 2014, would hethen be allowed to be a director even if he hasattained 70 years, is a matter of debate. Goingby the general rule of interpretation, no lawcan be applied retrospectively, unlessspecifically provided for, a director appointedbefore April 1, 2014 cannot be removed fromhis directorship even he has attained 70 years,as law should not be applied retrospectively.

Recently, Bombay High Court had anoccasion to interpret Section 196(3)(a) of 2013Act in the case of Sridhar Sundararajan vs.Ultramarine & Pigments Limited & Anr[Notice of Motion (L) No. 434 of 2015 in Suit(L) No. 146 of 2015 decided on July 16, 2015].

Bombay High Court's interpretation:

Retrospectivity

Before Bombay High Court, the case was thata Managing Director (defendant) appointedbefore April 1, 2014 turned 70 afterenactment of 2013 Act, thus, it wascontended by plaintiff (who was JointManaging Director) that Managing Director'soffice should be terminated in light of Section196(3)(a).

However, rejecting such contention, BombayHigh Court held that the Managing Directorwas already holding the office when he turned70 and 2013 Act could not operate as an"immediate termination" of his appointment.Thus, HC refused to give retrospectivity to theprovision.

Post April 1, 2014 scenario

Further, with respect to the question thatwhether a director appointed after April 1,2014 ceased to be a director on attaining 70years of age, High Court negated the same.Interpreting the term 'continue' used underthe provision, it was held that, "it is theproviso that perhaps yields a clue to how theword 'continue' should be interpreted inSection 196(3)(a)." It was observed that aspecial resolution under the proviso wasrequired for appointment (which included 're-appointment) of a director above 70 years ofage and not for continuance of hisemployment.

Furthermore, High Court compared thedisputed disqualification (that is the age bar)with other disqualifications as mentioned u/s 196(1), viz., 1) the person is as anundischarged insolvent, or is adjudged so, 2)the person has suspended payment to hiscreditors, 3) has been convicted by a court ofan offence and sentenced for a period of morethan six months. High Court observed that ifany of such events takes place, the director"cannot be allowed to occupy that position fora minute longer".

Differentiating the age bar from otherdisqualifications, High Court held a person inother situations (other disqualifications)cannot be allowed to 'continue' his tenure asdirector, however, on the question of age bar,High Court held that age bar could be relaxedsubject to certain conditions like mentionedin the proviso.

Interestingly, High Court remarked that, "Itis hardly plausible to suggest that on turning70 - surely an occasion for celebration and,barring the unfortunate, a physiologicalinevitability - a Managing Director, only forthat reason, should find himself keeping the

Article


Article

company of insolvents, fraudsters and themorally discombobulated. If a person even adecade older can be entrusted with thecollective national destiny of over a billionpeople."

Interpretation of 'continue' u/s 196(3)

High Court further held that any otherinterpretation than the above would defeatthe statutory intention. Interpreting the word'continue', High Court held that the word'continue' should be used in strict sense forother disqualifications (other than the agebar), however, with respect to the age bar itshould be read 'contextually'.

High Court concluded that Section 196(3) didnot operate to interrupt the appointment ofany Director made prior to the enforcementof the 2013 Act, even in a case where theManaging Director crosses the age of 70 yearsduring the term of his appointment.Furthermore, it was observed that theprovision also does not interrupt theappointment of a Managing Directorappointed after April 1, 2014 where at thedate of such appointment or re-appointmentthe Managing Director was below the age of70 years but crossed that age during histenure. In the words of High Court, "There isno mid-tenure cessation of ManagingDirectorship as a result of Section 196(3)(a).All that Section 196(3)(a) does is to sound anote of caution in the public interest and to

demand from the company a special resolutionwhen a person who has already crossed theage of 70 at the date is proposed to beappointed or reappointed."

High Court had placed reliance on SupremeCourt ruling in P. Suseela & Ors. Vs.University Grants Commission & Ors [2015(3) SCALE 726 : 2015 (3) ALL MR (SC) 981]and also referred to Section 267 and 269 of1956 Act.

Conclusion:

Looking at the reasoning given by BombayHigh Court to differentiate age bar with otherdisqualifications, one may argue that they allshould be treated in the same fashion.However, logically speaking, turning 70should not be a bar for a person to be adirector. The above judgement harmoniouslyinterprets the provisions. But, whileinterpreting the statute literally, age barshould also be read strictly and turning 70should also lead to immediate termination ofa director. Arguing for the other side, weshould also consider the proviso which isprovided only with respect to the age bar, andnot with respect to other disqualifications.

Thus, the Bombay High Court judgementseems to be a positive and welcome ruling. Adirector's 70th birthday should be an occasionof celebration and not disqualification, as alsoobserved by Bombay High Court.

INVITATION FOR CONTRIBUTION OF ARTICLES

NIRC of ICSI invites Articles from Members for publication in the NIRCNewsletter. Members may send the soft copy of their article, profile and passportsize colour photograph to NIRC by email to [email protected], for consideration bythe Editorial Board.

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○


REMEMBER TO KEEP!!!– CS Neelam Katharia*– CS Neelam Katharia*– CS Neelam Katharia*– CS Neelam Katharia*– CS Neelam Katharia*

section?" If you're reading fiction, you canask, "What are the motives of the character?"

3. Skim the text first. The idea here isn't toskip the whole reading process. Instead, you'llwant to skim the text for important topics andkeywords beforehand so you know what toexpect when you actually dig into thematerial. Being familiar with the generalthemes will help you remember theparticulars.

4. Impress, associate, repeat.

The one of the key strategy of retaininginformation to use three-pronged process:

The first part is impression. You can increasethe strength of the impression the text makeson you by picturing the situation in your mindor envisioning yourself participating in theevents described.

The second part is association, or linking thematerial to something you already know. Forexample, maybe one of the character's namessounds like your friend's name.

The third part is repetition. The more you readthe material, the stronger your memory willbe. If you don't want to reread a whole book,try highlighting some parts of the text that youcan go back to.

5. Introduce the information to others. If youwant to remember what you haveexperienced, it's important to do somethingwith that information. Share the informationwith others, most easiest way in today'sscenario is blogging, or otherwise trying toexplain to others what you think you've

Article


Our brain is the CPU of our body whichprocesses everything but it's not a machinewhich only works on set of rules & formulasthereby most of the times we forget most ofthe information. Being a professional we needto keep lot many things in our brain alongwith the daily stuff that goes all around us,whether it's a news article, update case laws,birthday, etc.

Don't let those words exit your brain thesecond they enter. The article is all about howto get this technique imbibed in our self.

Many people admits about forgetting most ofwhat they read, no matter how much theyenjoyed the text. But just consideringforgetting as a human phenomenon doesn'tmean to accept it simply. In fact, there aremany simple, creative strategies for retainingmore of what you read - whether that's novels,news articles, or scientific textbooks.

Below are eight of the most practicaltechniques - Bonus if you can remember alleight tomorrow.

1. Take notes on the page. Always use apencil whenever you read. Underlinesentences you find confusing, interesting orimportant. Draw lines along the side ofimportant paragraphs. Draw diagrams to seethe structure of key ideas.

2. Ask yourself questions about the material.Make a practice to interact with the text byasking yourself questions as you go along. Ifyou're reading a textbook, the question can beas simple as, "What is the main idea of this


Article

learned. Plus, if you find that you can'texplain it, you might want to go back andreread.

6. Read out loud. One of the oldest but thegolden technique is to read out loud toyourself most of the time to understand andremember what you have read. This strategymight work best when there are a few keyitems you need to remember. That's becausethe sentences you speak (or even whisper) outloud take on distinctiveness. You rememberproducing and hearing the items and so yourmemory for them is different from the memoryof the words you read silently.

7. Read on paper. E-readers are convenienttools for when you want to bring a ton ofbooks on vacation and for downloadingstories in an instant. But research suggeststhat they could also undermine the strengthof your memories. One study found that,when people read the same short story in a

paperback or on a Kindle, the paperbackreaders were better able to remember thestory's chronology. Meanwhile, otherresearch found that high-school studentsperformed better on a test of readingcomprehension when they read a text in printinstead of on a computer screen.

8. Become familiar with the topic first.Having some background knowledge aboutthe text creates interest in the topic & keepassociated with the topic. The more youunderstand about a particular subject themore 'hooks' keep the facts inthere."Presumably, that's because you're ableto make more associations between the newinformation and what you already know.

So these are some of the techniques to boostyour memory power along with this take careof your health & diet, think positive, keep yourmood afresh & keep smiling which will keepyour brain free from negative energies & youcan store a lot of information !!

ADVERTISEMENT FOR “NIRC-ICSI NEWSLETTER”

NIRC solicits your kind patronage in the form of advertisement for its Monthly Newsletter

as per the tariff* given below :

Per Issue 6 Issues 12 Issues

(Rs.) (Rs.) (Rs.)

Back cover (Colour) 25,000 1,25,000 2,40,000

Inside Cover (Colour) 20,000 1,00,000 1,90,000

Full Page Inside (Colour) 15,000 80,000 1,50,000

Inside page (Black & White) 10,000 55,000 1,00,000

Inside Half page (Black & White) 6,000 35,000 65,000

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○


CAPSULE DIGEST ON CASE LAWS– CS Peer Mehboob*– CS Peer Mehboob*– CS Peer Mehboob*– CS Peer Mehboob*– CS Peer Mehboob*

Article


S.N

O.

CIT

AT

ION

IS

SU

E

HE

AD

NO

TE

C

ON

TE

NT

ION

H

EL

D

1.

Ash

a B

ho

sle

Vs.

M

/s.

Mag

nas

ou

nd

In

dia

Ltd

. C

.P.

No

. 71

9 o

f 20

02,

(HC

-B

om

), 2

1/10

/201

5

Wh

ere

ex-d

irec

tor

of

com

pan

y

(in

li

qu

idat

ion

) ex

ecu

ted

a d

eed

of

assi

gn

men

t af

ter

com

men

cem

ent

of

win

din

g

up

p

roce

edin

gs

wit

hou

t le

ave

of

the

Co

urt

, w

het

her

d

eed

ex

ecu

ted

b

y

the

ex-d

irec

tors

on

b

ehal

f o

f th

e co

mp

any

(i

n

liq

uid

atio

n)

was

le

gal

an

d

val

id

in

law

?

Sec

tio

n 4

33 r

ead

wit

h S

ecti

on

43

4 o

f th

e C

om

pan

ies

Act

, 19

56

– C

ircu

mst

ance

s in

w

hic

h

com

pan

y

may

b

e w

oun

d

up

b

y

Cou

rt-

Sin

ger

A

sha

Bh

osl

e fi

led

a c

omp

any

p

etit

ion

fo

r w

ind

ing

u

p

of

Res

po

nd

ent

Co

mp

any

M

agn

aso

un

d

Ind

ia

Ltd

. (M

SIL

) in

yea

r 20

02-C

omp

any

ow

ed

her

su

bst

anti

al

sum

to

war

ds

roy

alty

pay

men

t-H

C

ord

ered

w

ind

ing

u

p

of

com

pan

y f

or n

on-p

aym

ent

of

du

es t

o c

red

ito

rs i

n y

ear

2010

-A

fter

win

din

g u

p o

rder

was

p

asse

d

by

th

e

Co

urt

, ex

-d

irec

tor

of

MSI

L

exec

ute

d

a d

eed

of

assi

gn

men

t as

sig

nin

g

rig

hts

of

rep

erto

ire

in f

avou

r o

f M

agn

aso

un

d

Med

ia

Pv

t.

Ltd

.(M

MP

L)

wit

ho

ut

tak

ing

le

ave

of C

ourt

- Su

bse

qu

entl

y,

MM

PL

fu

rth

er

neg

oti

ated

w

ith

Son

y m

usi

c fo

r a

lice

nce

to

b

e g

ran

ted

in

fa

vou

r o

f So

ny

Mu

sic

in r

esp

ect

of

par

t o

f re

per

toir

e o

f C

om

pan

y(i

n

liq

n.)

- W

het

her

th

edee

d

of

assi

gn

men

t ex

ecu

ted

af

ter

ord

er o

f w

ind

ing

up

wit

hou

t le

ave

of C

ou

rtw

as i

lleg

al a

nd

v

oid

?-H

eld

, yes

.

Off

icia

l L

iqu

idat

or

sou

gh

t co

nse

qu

enti

al

dir

ecti

ons

in

rela

tion

to

the

val

idit

y

of

the

assi

gn

men

t d

eed

in

ter-

alia

d

irec

tion

s fo

r M

MP

L

and

So

ny

M

usi

c to

h

and

ov

er

the

do

cum

ents

an

d

asse

ts w

hic

h w

ere

the

sub

ject

mat

ter

of

the

pu

rpo

rted

D

eed

o

f A

ssig

nm

ent

and

al

so

dir

ecti

on

s to

re

stra

in

MM

PL

an

d

Son

y

Mu

sic

from

dea

lin

g w

ith

th

e co

nce

rned

as

sets

.

Co

urt

str

uck

do

wn

th

e d

eed

o

f A

ssig

nm

ent

assi

gn

ing

ri

gh

ts

of

rep

erto

ire

of

MSI

L

to

MM

PL

as

v

oid

an

d

ille

gal

an

d

dir

ecte

d

latt

er

to

han

dov

er

the

rep

erto

ire

to

Off

icia

l L

iqu

idat

or

fort

hw

ith

.

Son

y

Mu

sic

was

d

irec

ted

to

re

nd

er

acco

un

ts

to

Off

icia

l L

iqu

idat

or

on

th

e re

ven

ue

gen

erat

ed b

y i

t fr

om

th

e ex

plo

itat

ion

of

the

rig

hts

w

hic

h

wer

e su

bje

ct

mat

ter

of

this

A

gre

emen

t.

MM

PL

was

dir

ecte

d t

o

dep

osi

t th

e d

iffe

ren

ce o

f am

ou

nt

alre

ady

re

ceiv

ed

by

M

MP

L

fro

m

Son

y

Mu

sic

and

am

oun

t p

aid

by

MM

PL

to

Ex-

Dir

ecto

r of

MSI

L.

Off

icia

l L

iqu

idat

or w

as

also

d

irec

ted

to

ad

jud

icat

e th

e C

laim

s o

f w

ork

men

.


Article

2.

Ko

sha

In

tern

aio

na

l L

td

Vs.

S

EB

I &

A

nr,

C

ivil

A

pp

ea

l N

o.3

21

9

of

20

06

a

nd

2

132

o

f 2

00

7,

(SC

), 1

8/0

9/2

01

5

Wh

en

Pu

bli

c A

nn

ou

nce

men

t to

b

e m

ade

un

der

R

egu

lati

on

11(

1) o

f S

EB

I T

akeo

ver

C

od

e?

Re

gu

lati

on

1

1(1

) o

f S

EB

I T

ak

eo

ve

r R

eg

ula

tio

n,

19

97

-C

reep

ing

A

cqu

isit

ion

-Th

e A

pp

ella

nt

Co

mp

any

was

h

old

ing

20

.29%

sh

ares

o

f an

oth

er

Co

mp

any

(S

IL)-

A

pp

ella

nt

pu

rch

ased

ad

dit

ion

al

10.8

1%

shar

es

of

SIL

in

vio

lati

on

of

Reg

ula

tio

n

11(1

) w

ith

ou

t m

akin

g

Pu

bli

c A

nn

ou

nce

men

t in

te

rms

of

said

reg

ula

tio

n-

SE

BI

vid

e it

s o

rder

hel

d a

pp

ella

nt

gu

ilty

fo

r n

ot

mak

ing

p

ub

lic

ann

ou

nce

men

t in

te

rms

of

Reg

ula

tio

n 1

1(1)

of

Tak

eov

er

Co

de-

Ag

gri

eved

wit

h S

EB

I’s

ord

er,

Ap

pel

lan

t p

refe

rred

ap

pea

l b

efo

re

Sec

uri

ties

A

pp

ella

te

Tri

bu

nal

, w

hic

h

was

d

ism

isse

d-

On

fu

rth

er

Ap

pea

l,

bef

ore

S

up

rem

e C

ou

rt-

Wh

eth

er,

wh

ere

it w

as

pro

ved

th

at

app

ella

nt

had

v

iola

ted

R

egu

lati

on

11

(1),

ap

pea

l th

eref

ore

w

as

to

be

dis

mis

sed

?-H

eld

, yes

.

It w

as c

laim

ed b

y

the

Ap

pel

lan

t th

at i

t w

as i

n t

he

bu

sin

ess

of

sale

an

d

pu

rch

ase

of

shar

es a

nd

hen

ce

exce

edin

g

the

lim

it o

f 5%

at

any

o

ne

po

int

of

tim

e w

as

imm

ater

ial

un

less

it

w

as

fou

nd

th

at

app

ella

nt

was

re

tain

ing

m

ore

th

an 5

% s

har

es o

f S

IL a

t th

e en

d o

f th

e fi

nan

cial

yea

r i.

e. o

n 3

1st M

arch

.

Ap

pel

lan

t ac

qu

ired

m

ore

th

an 5

% s

har

es o

f S

IL

du

rin

g

Jun

e 19

99

to

Au

gu

st,

1999

.

If

the

agg

reg

ate

per

cen

tag

e o

f ac

qu

isit

ion

s at

an

y

po

int

of

tim

e d

uri

ng

fi

nan

cial

y

ear

exce

eds

5%,

the

pro

vis

ion

w

ou

ld g

et t

rig

ger

ed.

If

the

ple

a o

f ap

pel

lan

t is

ac

cep

ted

, th

en

the

acq

uir

er

can

k

eep

o

n

vio

lati

ng

R

egu

lati

on

11

(1)

wit

h i

mp

un

ity

on

as

m

any

o

ccas

ion

s as

h

e/it

w

ants

an

d

avo

id

lett

ing

p

ub

lic

hav

e th

e re

qu

ired

k

no

wle

dg

e th

rou

gh

p

ub

lic

ann

ou

nce

men

ts

by

si

mp

ly

mak

ing

su

bse

qu

ent

sale

o

r tr

ansf

er

to

ano

ther

en

tity

so

as

to

re

du

ce

the

so

call

ed

net

ac

qu

isit

ion

in

a f

inan

cial

y

ear

to w

ith

in 5

%.

Th

is

inte

rpre

tati

on

w

ill

def

eat

the

pu

rpo

se

of

reg

ula

tio

n

11(1

) an

d

shal

l al

so

ren

der

R

egu

lati

on

14(

1) o

tio

se,

wh

ich

re

qu

ires

pu

bli

c an

no

un

cem

ent

to

be

mad

e n

ot

late

r th

an f

ou

r w

ork

ing

d

ays

of

the

agre

emen

t o

r d

ecis

ion

to

ac

qu

ire

shar

es

or

vo

tin

g r

igh

ts i

n t

erm

s o

f R

egu

lati

on

11.

Ap

pea

l w

as d

ism

isse

d.


CONFLICT AT WORKPLACE….– CS Nritigya Gupta*– CS Nritigya Gupta*– CS Nritigya Gupta*– CS Nritigya Gupta*– CS Nritigya Gupta*

conflict resolution skill sets are an essentialelement of building a sustainable businessmodel. Leaders who don't deal effectively withconflict between employees will eventuallywatch their good work going out of the doorin search of a healthier and safer workenvironment. Putting own head in the sandand hoping the conflict will pass by is notalways the most effective methodology forproblem solving.

How many times over the years we havewitnessed professional's self- destructionbecause they would not engage out of fear ofconflict?

One of the most commonly found trait in aweak leader is he wins a failure title when itcomes to in deal with subordinates who useemotional deceit as a weapon of destruction.Every workplace is plagued with manipulativepeople who use emotion to create conflict inorder to cover up for lack of substance. Thesepeople are no one else but the drama queens/kings that when confronted for lack ofperformance is quick to point the finger inanother direction. They are adept at usingemotional tirades which often includecrocodile tears, blame shifting, and othermanipulations to get away with the situation.The only thing worse in this is that leadersdon't recognize it and does nothing about it.

So, what creates conflict at workplace?

Opposing positions, competitive tensions,power struggles, ego, pride, jealousy,

Article


Leadership and Conflict go hand in hand.Leadership is full- contact sport, and if wecannot address conflict in a healthy fashion,we cannot be good in a leadership role. Beinga Pioneer leader in the "Corporate Era", itbecomes vital for us to know the tactics ofhandling conflict.

The issues surrounding conflict resolution canbe best summed up by adhering to the ethos;"Don't fear conflict, embrace it - it's yourjob". The dearth of leadership may land youin a situation which may bud in the form of aconflict, so try to avoid conflict but you cannotescape from it. The fact of the matter isconflict is unavoidable at workplace. It willfind us whether we look for it or not. Theability to recognize conflict, understanding itsnature, and to be able to bring swift and justresolution to it will serve you as a leader- theinability to do the same may well be thedownfall.

Conflict rarely resolves itself-in fact conflictnormally escalates if not dealt properly. Oneof the characteristics of conflict is that it'spurely heterogeneous in nature which meansit can never be fully resolved unless we putourselves to the best efforts making.Unresolved conflicts often result in loss ofproductivity, stifling of creativity, coarseness,creation of barriers to cooperation andcollaboration.

While conflicts are a normal part of any socialand organizational setting, the challenge liesin how one chooses to deal with it. Developing


performance discrepancies, compensationissues, these may be some of the facts, but thelist is exhaustive. The root of most conflicts iseither born out of poor communication or theinability to control one's emotion.

Let's understand the some of the causes behindConflict:

Communication: If we look back upon theconflicts we encountered over the years, youwill quickly recognize many of them resultedfrom lack of information, no information, andpoor information. Let's assume for a momentthat we are lucky enough to have goodinformation but we didn't know what to dowith it … that is still a communicationproblem, which in turn can lead to conflict.Clear, concise, accurate and timelycommunication of information will help toease both the number and severity of conflicts.

Emotions: Another common mistake made atworkplace communications which leads toconflict is letting emotions drive decisions.

The following tips will help to handle conflictsmore effectively:

" Define acceptable behavior: Having clearlydefined job descriptions so that people

know what's expected from them and awell articulated chain of command tofollow for effective communication willhelp to avoid conflicts.

" Hit Conflict Head -On: If a conflict doesflair up, you will likely minimize its severityby dealing with it quickly. Spend time inidentifying and understanding naturaltensions, it will help in avoidingunnecessary conflict.

" Understanding the WIIFM Factor:Understanding the other professionalsWIIFM (What's in it for me) position iscritical. The way to avoid conflict is to helpothers around in achieving their objectives.

" View conflict as an opportunity: Wherethere is disagreement there is an inherentpotential for growth and development.

Divergent positions addressed properly canstimulate innovation and learning in ways likeminds cannot even imagine. Smart leaderslook for the upside in all differing situations.At the end I would like to conclude, "Realleaders don't play favorites, don't get involvein drama, and they certainly don't toleratemanipulative, self-serving behavior."

Article

CHAPTERS OF NIRC-ICSI

Agra, Ajmer, Allahabad, Alwar, Amritsar, Bareilly, Bhilwara, Bikaner,

Chandigarh, Dehradun, Faridabad, Ghaziabad, Gurgaon, Jaipur, Jalandhar,

Jammu, Jodhpur, Kanpur, Karnal-Panipat, Kota, Lucknow, Ludhiana, Meerut,

Modinagar, Noida, Shimla, Sonepat, Srinagar, Udaipur, Varanasi & Yamuna

Nagar.

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○


Publication

As members are aware that your Northern India Regional Council (NIRC) has come outwith its 1st Co-Branded Publication with Corporate Law Adviser (CLA) on “Law relatingto Combinations under Competition Law”.

The said hard bound book which is priced at Rs 595/- can be purchased from NIRC office atPrasad Nagar, New Delhi at a special discou nted price of Rs. 425/- (Rupees Four HundredTwenty Five only) per copy. Members interested to purchase the said book by post maysend a cheque in favour of NIRC of ICSI with an additional postal charges of Rs. 50/- (in caseof delivery address within Delhi) and Rs. 100/- (outside Delhi, in Northern Region) at ICSI-NIRC Building, 4 Institutional Area, Prasad Nagar, New Delhi-110005. Scanned copy of thecheque along with postal address and other contact details be sent at [email protected]


Forthcoming Programmes


National Convention of Company Secretaries


NIRC ACTIVITIES

News From NIRC

NIRC organised the following programs: For Members

Date

Program

Chief Guest(s)/Guest of Honour(s)/Speakers

Present

6.10.2015 Valedictory Function of 218th MSOP

Mr. Sameer Biswas, Former Registrar of Companies(Delhi & Mumbai)

CS Vineet K Chaudhary, CS Manish Gupta, CS Nitesh Sinha, CS Ashok Tyagi, Mr. S K Nagar, CS Alka Arora and participants

9.10.2015 Study Session on Annual Filing under Companies Act

CS Ranjeet Pandey, Central Council Member, ICSI & Member, SSB

CS NPS Chawla, CS Manish Gupta, CS Nitesh Sinha, and Members

10.10.2015 Master Class on SEBI Listing Regulations, 2015

CS Vinod Kothari, Specialist Editor, Ramaiya Edition 2014 Director, Vinod Kothari Consultants Pvt. Ltd.

CS Satwinder Singh, CS Pradeep Debnath, CS Manish Aggarwal, and Members

11.10.2015 Practical Session on Pain Relief through Pencil Therapy

CS Ramanuj Asawa, Renowned Acupressure Therapist, President, Pai Relief Foundation, Nagpur

Members and their families

12.10.2015 Inauguration of 222nd MSOP

Mr. Surender Gupta, RNJ Bhilwara Group, Noida

CS Dhananjay Shukla, CS Nitesh Sinha, CS Alka Arora and participants

16.10.2015 Inauguration of 223rd MSOP

CS V K Charoria, Director, Hindustan Times Ltd.

CS Dhananjay Shukla, CS Pradeep Debnath, CS Nitesh Sinha, CS Alka Arora and participants

16.10.2015 Study Sessions on Annual Filing under Companies Act

CS Deepak Kukreja, Past Chairman, NIRC-ICSI

Members of the Institute

17.10.2015 CCI & NIRC-ICSI joint Seminar on Competition Law and Compliance – A Growth Enabler

Chief Guest: Shri Ashok Chawla, Hon'ble Chairperson, Competition Commission of India Key-note Address: Shri Amarjeet Singh Chandhiok, Senior Advocate and Former Additional Solicitor General of India

Address by: CS Atul H Mehta, President, ICSI; Shri M S Sahoo, Hon'ble Member, Competition Commission of India; Shri U C Nahta, Hon'ble Member, Competition Commission of

CS NPS Chawla, CS Satwinder Singh, Mr. Manmohan Juneja, Addl. Director General, Competition Commission of India; CS Monika Kohli, Mr. S K Nagar and members


News From NIRC

India; CS U.K. Chaudhary, Senior Advocate & Past President – ICSI; Ms. Smita Jhingran, Secretary, Competition Commission of India, Mr. GR Bhatia, Partner, Luthra & Luthra, Mr. M.M. Sharma, Head Competition Law, Vaish Associates Advocates; CS Surendra Kanstiya, Practicing Company Secretary & Author; Ms. Neena Gupta, Group General Counsel, IndiGo Airlines; Mr. Ashish Chandra, General Counsel, Snap Deal and CS (Dr.) Sanjeev Gemawat, Sr. Vice President (Legal & Secretarial), DLF Group

17.10.2015 Interactive Session on Annual Filing-2015 including XBRL

Mr. S Bhasker, Industry Principal, Infosys Limited; CS Ankit Jain, Infosys Limited; Mr. Vijay Sahni, Webtel Electrosoft Pvt. Ltd. and Mr. KMS Narayanan, Director, MCA

CS NPS Chawla, CS Ranjeet Pandey, CS Satwinder Singh, CS Vineet K Chaudhary, CS Manish Gupta, Mr. S K Nagar and members


CS Jitesh Gupta, Company Secretary in Practice



CS Rupesh Aggarwal, Practising Company Secretary



CS Sharad Rajwanshi, Practising Company Secretary


25.10.2015 Haryana State Conference on CS: Conquering the Challenge of Change

Chief Guest: Mr. Kishan Garg, Senior Deputy Mayor, Karnal Guest of Honour: CS Nesar Ahmad, Past President-ICSI, CS Satwinder Singh, CS Deepak Kukreja and Shri Ravindra Vadali, Founder and Managing Director of Rhapsody Accounting & Advisory Services Pvt Ltd.

CS NPS Chawla, CS Manish Kumar, CS S K Parashar, other Managing Committee Members of Karnal-Panipat and Sonepat Chapters, members and students

30.10.2015 Valedictory Function of 222nd MSOP

Chief Guest: CS Arunava Choudhury,Executive Director Chief Financial Officer & Company Secretary,National Industrial Corporation Ltd. Guest of Honour: CS Sibanarayan Nayak,Senior VP – Finance,Era Group

CS Manish Gupta, CS Nitesh Sinha, Mr. S K Nagar, Ms. Beena and participants


".Paramjeet Singh, what grievance you have with the company?"

"Sir, I am being discriminated?"

"How do you say that?"

Sir, I am not getting the same salary as the rest of all, who do no work."

***********

"Sir, what is your requirement for the Works Manager?"

"He should be tall, strongly built with dreadful looks."

"Why such a peculiar requirement?"

"I think that it will be most cost effective i.e. Motivation by Fear."

—CS PARAMJEET SINGH, [email protected]

Members may send their contribution for this column at e-mail [email protected] for publication in theNIRC Newsletter-Insight. Decision of the Editorial Board of Newsletter in this regard will be final.

LIGHTER SIDE OF THE PROFESSION

CAREER AWARENESS PROGRAMS

NIRC has organised 23 Career Awareness Programs during the month of October,

2015 in various schools & colleges located in Delhi and surrounding areas. The

students were apprised about the mode of registration in the course, syllabus,

structure of the course and also the avenues available after completion of the

Company Secretaryship Course both in employment and in practice.

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

Lighter Side of the Profession


CSBF

COMPANY SECRETARIES BENEVOLENT FUNDMEMBERS ENROLLED FROM NORTHERN REGION AS LIFE MEMBERS OF THE COMPANYSECRETARIES BENEVOLENT FUND DURING THE PERIOD 21/09/2015 TO 20/10/2015

S.No. Name Mem. No.

1. SH. DINESH ARORA FCS - 5393

2. MRS. NISHA DHINGRA ACS - 38554

3. MS. MAMTA ACS - 39802

4. MR. SURENDRA KUMAR MITHARWAL ACS - 38577

5. MR. MADHAVENDRA KRISHNA BHATT ACS - 41430

6. MS. AMRITA MAHARANA ACS - 41369

7. MR. GANESH KUMAR JHA ACS - 41347

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○


Half Yearly Corporate Membership Scheme

from the chairman · november, 2015 3 nirc-icsi newsletter from the chairman nirc has been...

Documents