sirc e-news letterconference, an annual event of the icsi-sirc is being held at hyderabad on friday...

Chairman Marthi.S.S.

Vice-Chairman C Dwarakanath

Secretary Dr.Baiju Ramachandran

Treasurer Nagendra D Rao

Members

Gopalakrishna Hegde [Ex-Officio]

K. Ramasamy

C. Ramasubramaniam

Dr. B. Ravi

R. Sridharan [Ex-Officio]

C.Sudhir Babu [Ex-Officio]

A.Visweswara Rao

K.Pandian [Co-opted]

Ashok Thakkar [Co-opted]

Chairman cum Editor

Dr. Baiju Ramachandran

Members

M.Alagar

Malathi Mohan (Ms.)

Marthi.S.S.

IN PURSUIT OF PROFESSIONAL EXCELLENCEStatutory body under an Act of Parliament

THE INSTITUTE OF Company Secretaries of India

NEWS LETTER COMMITTEE

FROM THE CHAIRMAN

“LUCKY PEOPLE GET OPPORTUNITIES; BRAVE PEOPLE CREATE OPPORTUNITIES; AND WINNERS ARE THOSE WHO CONVERT THEIR PROBLEMS INTO OPPORTUNITIES. ”

Dear Professional Colleagues

th I have great pleasure in informing you that the 37 Regional Conference, an annual event of the ICSI-SIRC is being held at

th thHyderabad on Friday & Saturday, the 29 & 30 June 2012. The theme of the Conference is “CS – A Proactive Performer”. The topics of the technical sessions to be deliberated on the two days Conference and the relevant details are given in the newsletter elsewhere. I take this opportunity to invite you to attend the Conference at Hyderabad. We have planned the Conference both as Residential and Non-Residential in order to give the Members attending the Conference comfort and enjoy other sidelights of the Conference at one place. Plans are also on to make arrangements for sightseeing for the spouses when the technical sessions are happening. We are also tying up with Ramoji Rao Film City for sightseeing. Apart from this, eloquent speakers and renowned intellects are being invited to speak at the Conference to have an intellectual fare. All these things are being arranged with the delegates in mind, so that they carry with them memorable events of the Two Day Conference. Needless to mention that the Regional Conference is being organized after a gap of 7 years at Hyderabad. I have every hope that all of you will be making your travel arrangements to attend this memorable Conference and I hope to see each and everyone of you in Hyderabad.

ICSI-SIRC HOUSE, New No.9, Wheat Crofts Rd, Nungambakkam, Chennai-34 Ph: 044 – 2827 9898 ; 28268685 ; Fax : 2826 8685, Email : [email protected]

May 2012 Issue No.5

SOUTHERN INDIA REGIONAL COUNCIL

SIRC e-NEWS LETTER

NEWS LETTER COMMITTEE

thSo please block your dates to be with all of us on 29 programmes without payment of delegate fee, but

th& 30 June 2012 at Hyderabad. We are trying our by just sending their confirmation to attend the best to be innovative and give you a Conference that programs and avoid the hassle of sending the you will cherish for a long time. payment at ICSI-SIRO before the due date. Hence. the Members may attend the programmes and The heat is on, May, the hottest month all over the enrich the deliberations.country was really different in every way. In this

context, I would like to share my experience about CSBF Life membership subscription is 7,500/- my visit to the “Paradise on the Earth“. As you

th w.e.f.1.4.2012 and the coverage will be Rs.5 lakhs. are all aware, the 13 National PCS Conference was th th Kindly enroll yourself as a member of the CSBF at held at Srinagar on 25 and 26 of May 2012. It was

the earliest. For detailed information, please visit indeed a great thought of the organizers to the fo l lowing l ink ht tp: / /www.icsi .edu/ showcase about our profession in such Tier II cities. Member/MemberBenevolentFund.aspx

I would like to place on record my compliments to the Central Council led by the President and Vice-

We have been receiving feedback from some of the President, the Team NIRC, and also the Team members on the activities of SIRC. For which we Srinagar Chapter. are very thankful. This would help us in organizing

quality programmes and would motivate us to keep The great fanfare of the IPL Cricket is just over and going.the key lesson that all of us should learn from the IPL is that leadership is all about making the right Looking forward to meet you at Hyderabadmoves, motivating your team and taking every opportunity that comes your way.The most With warm regardsimportant lesson I understood from the tournament

Yours Sincerelywas seeing the different styles of leadership and also understood what really succeeds. Let us compliment the Team KKR on winning the IPL 5.

CS MARTHI.S.S.During this year, the ICSI-SIRC had given considerable attention for organizing Career Awareness Programmes to disseminate about the CS Course among the student community. At Chennai, we had participated in 2 mega Career Exhibitions organized by Dinakaran, Tamil News daily [Sun Group] and Education Times. The Schools are re-opening after vacation and it is an opportunity to meet the students who have passed

ththe 11 Standard at their respective schools and share the information of our Course amongst them. I request the Members to inform the Regional Office or the Chapters regarding the details of Schools/Colleges, where the Career Awareness Programmes could be conducted and addressed either by you or by us. Your support in this direction will go a long way in creating an awareness about the CS Course extensively among the students.

The Regional Council had organized a variety of programmes and Study Circle Meetings during the month of May 2012 and many more are lined up during the forthcoming months. The Corporate Membership Scheme is a very convenient and useful scheme, wherein Members can attend the

[email protected]

Chairman's Message - 1ROC's Column - 3Service Tax Updates - 4Atricle - 5SIRC Activity Report - 16Chapter Activity Report - 17Upcoming Event - 23Announcements for Members - 25Announcements for Students - 33

SIRC e-NEWS LETTER May 2012 2

CONTENTS

mailto:[email protected]

SIRC e-NEWS LETTER April 2012

3

Shri. Henry RichardRegistrar of Companies

Chennai, Tamilnadu

The Government has been taking several initiatives to estate business, retail trading business, business of augment Foreign Direct Investment by introducing many defence production, atomic energy, tobacco, chit funds, measures of liberalization under the Foreign Exchange certain agricultural activities, etc. Therefore, while drafting Management Act 1999. Reserve Bank of India has been the object clause of Memorandum of Association of such a coming out with several notifications from time to time company, none of the prohibited activities should be whereby the investment through Automatic Route has included in the object clause.been substantially expanded with few restricted sectors. Recently, the World Bank has also carried out a study to The process of execution of such documents has also been determine the ease of establishing new enterprises in prescribed in the notification issued by the Ministry.developing countries. This study has placed India at a lower place which has been very discouraging to the -Firstly, the documents prepared covering all aspects Government. In this backdrop, the Ministry of Corporate should be sent abroad for execution in the country where Affairs has come out with several measures to speed up the promoters are residing. The Memorandum should be incorporation of companies with specific reference to drafted with due care as mentioned above. The Articles Foreign Direct Investment. Some of such measures are should be drawn up as per the provisions of the Companies discussed in the following paragraphs. Act as well as keeping in view the legal position under the

Foreign Exchange Management Act 1999 read with RBI Under MCA 21, Ministry has mandated DIN as a pre- Directions. requisite for incorporation of a company. This is justified on the ground that the identification of promoter/directors Secondly, the executed documents should be of the company should be established beyond doubt countersigned by the Indian Consulate or the Indian which will facilitate effective regulation in the long term. Embassy in that country or alternately, such documents The process of obtaining DIN has been substantially can be attested as per apostle procedure prescribed in simplified and the same is made available instantly if the MCA circular. The subscribers should furnish subscription required papers are submitted along with the application details by writing in their own hand. which are certified by a practicing Company Secretary/Chartered Accountant/ Cost Accountant. In the Thirdly, the documents so executed should be received in same way, the process of obtaining name for a company India and the same should be stamped within three months has been substantially simplified. The name can be as per the Tamil Nadu Stamp Rules. The practice of availed instantly without loss of time if the name sending stamp papers abroad for preparation of application is certified by a practicing Company Secretary, documents or preparing documents on stamp paper for Chartered Accountant / Cost Accountant. sending abroad is not an acceptable practice. In case the

Foreign subscriber is a legal entity, such subscriber can Despite several measures initiated by the Ministry, the authorize an Indian to sign the Memorandum, Articles etc. process of incorporation of companies does not get on its behalf by submitting a duly executed authorization completed within the time stipulated under the Citizen’s document including a Board Resolution passed by the Charter (24 hours) on account of defective documents filed by companies which are certified by professionals. Lastly, the documents so received perfect in all aspects Even the name applications are not prepared strictly as should be properly scanned and uploaded along with e-per the guidelines prescribed in the MCA circular. In this form No.1.article, I would like to focus on common defects noticed by the Office of ROC in the incorporation documents Thus the process of incorporation of a company within submitted by applicants who are either foreign nationals / 24 hours as per the Citizen's Charter can be NRI/ foreign companies. completed/ achieved if all the above documents are

prepared properly as per the procedure explained It is necessary to bear in mind the provisions of the above. Professionals must ensure that there is no loss Foreign Exchange Management Act 1999 read with the

of time suffered on account of carrying out corrections notifications / circulars issued by Reserve Bank of India

in such documents through a protracted process of from time to time while preparing the incorporation resubmissions in the MCA system. It should be documents wherein the applicants are foreign remembered that no correction in the document can nationals/NRI. Under these provisions, a company be made without the consent of the foreign subscriber. promoted by a foreign national/ NRI / foreign company is

prohibited from undertaking certain activities such as real

SIRC e-NEWS LETTER May 2012

ROC’s Column


Service Tax Updates

CS.K.K.RaoK.K.Rao & Associates

Hyderabad

Government has prescribed the Service Tax (Settlement of Cases) Rules 2012 vide notification no. 16/2012-ST dt. 29.5.2012 wherein the application form has been prescribed for making an application to the settlement commission. The said application shall contain complete details of the case starting from issue of Show Cause Notice and shall be filed in five copies along with a fee of Rs. 1000/-. The settlement commission forwards a copy of the application to the concerned Commissioner having jurisdiction and the Commissioner shall send a report giving details of the movable or immovable property on receipt of which the Settlement Commission shall pass an order attaching the movable or immovable property of the assessee whose payment on account of service tax is due to Government. The Commissioner shall authorize an officer not less than the rank of Asstt. Commissioner who will prepare an inventory of the property and shall submit to the Commissioner and Settlement Commission. The Settlement Commission orders attachment of property under sub-section (1) of Section 32G of Excise Act made applicable to Service Tax vide Section 83 of the Act including attachment of the bank account, movable and immovable property of the assessee. · Government has issued Service Tax (Compounding of Offences) Rules 2012 vide notification no.

th17/2012 dt. 29 May 2012.An applicant either before or after institution of prosecution may make an application for compounding of the offences under section 83 of the Act. The compounding authority on receipt of such application may call for the report of the reporting authority with reference to the particulars mentioned in the compounding application and such report shall be submitted within a period of one month or within such extended period of time and grant the assessee immunity from prosecution in terms of Rule 5 or reject the application.

The assessee within a period of thirty days from the date of receipt of the order for compounding the offences, shall make payment of the fees to the compounding authority. The fees payable is as follows:

Offence specified under section 89 (1)(a) of the Act – viz providing taxable service or receives consideration without issue of invoice

Up to fifty per cent. of the amount of service tax evasion, subject to minimum of ten per cent. of amount of tax evaded

Offence specified under section 89 (1)(b) of the Act – viz avails or utilizes cenvat credit without actual receipt of taxable services

Upto fifty per cent. of the amount of CENVAT Credit wrongly taken orutilised, subject to minimum of ten per cent. of said amount.

Offence specified under section 89 (1)(c) of the Act- viz maintains false books of accounts

Rupees fifty thousand for the first offence and to be increased by hundred per cent. of this amount for each subsequent offence

Offence specified under section 89 (1)(d) of the Act – viz collects service tax but fails to make payment to government

Upto twenty five per cent. of the amount of service tax not deposited subject to a minimum of two per cent. for each month for which the amount has not been so deposited.

The Compounding authority may upon satisfaction of making payment of fees and cooperation of the assessee and fulfilling the conditions prescribed , may grant immunity from prosecution and subsequently if it is found that the conditions prescribed have been violated or assessee had concealed material facts or given false evidence, then the immunity granted may be withdrawn.

4SIRC e-NEWS LETTER May 2012

CS Dhanapal S Sr. Partner S. Dhanapal & Associates Chennai


Article

START UP

Few Lines on Scheme of Amalgamation /Arrangement

Amalgamations Mergers, and De-merger are sometime considered as a main tool for corporate

growth and expansion. Among other sections, Section 391 and Section 394 of the Companies Act

1956 (“Act”) deals, with the reconstruction and amalgamation of companies or what is commonly

referred to as "mergers". The sections prescribes filing of company application and company

petition by the company to the concerned High Court by way of a Scheme of Compromise or

Arrangement with its creditors or members or any class of its members for its approval / sanction.

Such a Scheme is a viable option for the Amalgamation of two or more Indian companies. Moreover,

sections 391 to 395 of the Act envisage a "single window clearance" by providing a composite code

for facilitating mergers and amalgamations which obviates the need for making multiple

applications under the Act and ensures that the interested entities are not put through unnecessary

and cumbersome procedures involving protracted consequences for implementing such

Schemes.

The single window clearance as envisaged by the Act, while encouraging corporate growth also

takes into account and protects shareholders' interest and public interest at large, by conferring on

the Court, wide discretionary powers to grant approval to the Schemes which seem fair and just and

also to withhold assent or to grant approval on a conditional basis, if the Scheme prima facie

appears to be patently unfair.

A Scheme is preferred over takeover bids owing to tedious compliance with the Takeover Code in

the case of the latter; however a company must be authorized by its memorandum and articles of

association to carry out an amalgamation or merger by way of a Scheme. Amalgamations enjoy

exemptions from the applicability of the Takeover Code.

The High Court sanctioning the Scheme can provide for all or any of the following matters:

a. the transfer to the transferee company of the whole or any part of the undertaking, property or

liabilities of any transferor company;

b. the allotment or appropriation by the transferee company of any shares, debentures,

policies, or other similar interests in that company which, under the compromise or

arrangement are to be allotted or appropriated by that company to or for any person;

c. the continuation by or against the transferee company of any legal proceedings pending by

or against any transferor company;

d. the dissolution without winding up, of any transferor company;

e. provisions for dissenting shareholders; and

f. incidental and supplemental orders for giving full effect to the Scheme.

SIRC e-NEWS LETTER May 20126SIRC e-NEWS LETTER May 2012

ArticleA Scheme comes into effect only on filing of the order of the High Court sanctioning the Scheme

with the concerned Registrar of Companies.

S. No. STEPS INVOLVED

1) Calling Board meeting to take in-principle approval of Board and

to appoint consultants.

2) Draft of Scheme of Amalgamation

3) Securing Approval of Board of Directors for Scheme of

Amalgamation.

4) Int imation to Bankers, Financial Institutions and other secured

creditors and obtain their consent.

5) Application to be f iled to the Court for direction to convene the

Extraordinary General Meeting of Shareholders, Creditors or to

obtain dispensation in case of Holding –Subsidiary Amalgamation.

6) Draft notice, form of proxy and get it approved by the Registrar of

the Court or companies, if meetings not dispensed with.

7) Dispatch of notices for holding the meeting to pass the resolution

along with the explanatory statement as required under section

393(1)(a) of the Companies Act, 1956 if meetings not dispensed

with.

8) Publication of advertisement in English & Local Language

newspapers, as approved by the Court, regarding holding of the

Meetings of Shareholders and Creditors.

9) Holding of General Meeting to approve Merger or Amalgamation

with requisite majority.

10) Passing of Resolution by members approving the Scheme of

Amalgamation subject to High Court confirmation by both

companies.

11) Filing of Report in the form of affidavit by the Chairpersons of the

meetings with the Court.

12) Filing of Resolutions with the Registrar Of Companies within 30

days in Form No. 23.

SIMPLE CHECKLIST /STEPS FOR AMALGAMATION/MERGER

13 ) Fil ing of the pe tition wi th H igh C ourt for a pprov al of the sc he me

wi thin 7 da y s of fil ing of c hai rm an’s re ports of m ee ting s.

14 ) Notic e to t he o fficial liquida tor o f th e Trans fe ror C om pa ny from

Re gis tra r of Co mp anie s of Tran sfe ror a nd Tra nsf ere e co mp any

(ie s ) and ins pe ction by offic ia l l iq uid ator of rec ords o f trans fe ror

com pa ny .

15 ) Pu blic ation of adv e rt is em e nt a s app ro ve d b y the Co urt no tif ying

the dat e of hea rin g fixe d by t he High C o urt rega rding

con side ra tion of pe tition.

16 ) Official Liq uid ato r a nd Re gio nal Di re c tor t o s ubm it re ports to High

Court.

17 ) He aring by th e C ourt a nd pr ior t o pa ss ing orde r a llow ing th e

sc he me , to h ea r o bje c tio ns. C ourt m a y a pprov e the sc he m e, w ith

or w ithou t c ond itions .

18 ) Fil ing of ce rti fie d c opy of Court’s Orde r w ith the Re gistra r of

Com pa nies w i thin 3 0 day s in form No. 2 1.

STAMP DUTY IMPLICATION IN TAMIL NADU

Earlier Legal Position on Levy of Stamp Duty on Amalgamation

The issue /argument of applicability of stamp duty on the High Court's order approving /sanctioning the Scheme of Arrangement /Scheme of Amalgamation under Section 391 /Section 394 of the Companies Act 1956 had always been under intense debate in States other than those States such as Maharashtra, Gujarat, Karnataka, Rajasthan, Chhattisgarh, Madhya Pradesh and Andhra Pradesh those States which has already amended its stamp duty laws to include court order approving a Scheme of Amalgamation under Section 394 of the Companies Act in the definition of 'Conveyance' as those days Companies in India were taking lenient position that court orders approving amalgamations are not 'conveyance' under the definition of stamp duty law. Hence, it has always been an argument that stamp duty is not payable on Scheme of Arrangement /Scheme of Amalgamation sanctioned under Section 391 /Section 394 of the Companies Act 1956. Subsequently, some corporate have taken the view that stamp duty is payable only in States that have made a specific amendment to include court orders in their stamp duty laws as above States have amended their stamp duty laws specifically to include court order (approving amalgamations) under the definition of 'conveyance'.

Till date we were witnessing similar debate in the State of Tamil Nadu for Schemes of Arrangement/Amalgamation which have been approved by the Honourable High Court, Madras, Tamil Nadu as State of Tamil Nadu has not made any amendments to its stamp duty laws to include court orders in amalgamation cases within the definition of 'conveyance'.

Article


Current Legal Position on Levy of Stamp Duty on Amalgamation

Now this debate shall come to an end in the State of Tamil Nadu with the introduction by

Government of Tamil Nadu, a new amendment to include Court order approving a Scheme of

Amalgamation under Section 394 of the Act in the definition of 'Conveyance' and as a result of

which stamp duty shall be levied on the Scheme of Amalgamation under Section 394 of the Act that

are approved by the Honourable High Court in Tamil Nadu.

Therefore Mergers and Restructuring of companies in Tamil Nadu is henceforth expected to attract

Stamp Duty with the State Government of Tamil Nadu introducing an amendment to such an effect.

Such amendment namely Indian Stamp (Tamil Nadu Second Amendment) Act, 2012, was

introduced in the Assembly on May 3, 2012 which provides for levy of Stamp Duty on transfer of

properties as a part of Amalgamation or Reconstruction of Companies.

This applies to such transfers through High Court order under Section 394 of the Companies Act,

1956, or the order of the Reserve Bank of India under Section 44A of the Banking Regulation Act,

1949, in the case of banking companies.

They will be subject to a Stamp Duty of 2 per cent of the market value of the immovable property of

the transferor company or 0.6 per cent of the aggregate market value of the shares or other

marketable securities issued as a part of the transaction, whichever is higher.

The Indian Stamp (Tamil Nadu Second Amendment) Act, 2012 is yet to be made public. As on date,

this is the legal position with respect to levy of stamp duty on Amalgamation.

LAST WORDS Nevertheless, despite of above stamp duty implication, the following are advantages that are normally available to

the corporate sector by virtue of any Schemes of Arrangement as per the Section 391 to 394 of the Companies Act 1956

In case of Amalgamation /Merger

i. the operational costs will be considerably reduced and the management will be able to

operate and run the amalgamated company as a single unit more effectively and

economically resulting in better turnover and profits.

ii. with the enhanced capabilities and resources at its disposal, the amalgamated company will

have greater flexibility to market and meet customer needs and will be able to compete more

effectively.

iii. the facilities available with the companies could be pooled together and the amalgamated

company will be better able to exploit the facilities available as one single unit for the benefit

of the amalgamated company and such amalgamation will be conducive to better and more

efficient and economic control and conduct of the companies.

iv. It would bring in greater economies in operation and will help in reducing expenditure

considerably and a larger and growing company will mean enhanced financial and growth

prospects for the people and organizations connected with the company and will be in

public interest.


Article

8


Articlev. It would result in better and optimum utilization of the assets of the companies by pooling

their resources and reducing their overheads. An integration of activities would be economic

and in the interests of all the companies concerned. The amalgamation when it materializes

would result in centralised administration, economy of operations, integrated business

approach, greater efficiency and investment in professional management.

In case of Demerger

a) The demerger of relevant Division of the concerned Applicant Company in a different

company would enable the said division to grow as a focused business entity and

help attract capital /strategic investors and facilitate the Company in becoming a

major market player in the said business.

It will unlock the value of the relevant Division for the shareholders of the Demerged

Company and paves way for funding future growth of the relevant Division by

attracting equity from various sources, globally. Further upon the approval of the

Scheme of Arrangement, the shareholders of the Applicant Company would also

become shareholders in another company namely Resulting Company thereby

providing them with an opportunity to participate in the management, operations,

decision making process and profits of the Applicant Company as well as the

Resulting Company.

It will ensure better operational management and focus on accelerated growth of

individual units and will also ensure higher returns to the shareholders, creditors,

employees and is also in general public interest.

The growth in size of the business of the Applicant Company normally may result in a

situation where the need for focus and operational and financial independence begin

to overshadow the need for the earlier strategy of diversification. The restructuring

will enable greater focus on the respective business operations and products.

Therefore, in the ordinary course of business of any Company in India, the Scheme of

Amalgamation, Merger, Demerger and other type of scheme of arrangements as per Section 391 to

394 of the Companies Act 1956 will benefit the companies for their effective growth and prospect

and would produce effective results and attractive returns not only to the shareholders of the

Company but also to all the stake holders of Company besides economy of the country at large.

b)

c)

d)

n

CS SRIRAM P P.Sriram & Associates Company Secretaries Chennai

GUIDANCE NOTE ON FILING OF DETAILS OF UNCLAIMED / UNPAID AMOUNT WITH THE MCA PURSUANT TO THE RECENT NOTIFICATION G.S.R. 352(E) DATED MAY 10, 2012 INTRODUCTION : Investor Education and Protection Fund (IEPF) has been established under Section 205C of the Companies Act, 1956 by way Companies (Amendment) Act, 1999 for promotion of investors’ awareness and protection of the interests of investors w.e.f. 31

st

October1998. The IEPF is administered under the provisions of Section 205C of Companies Act, Investor Education and Protection Fund (awareness and protection of investors) Rules, 2001 notified on 01

st October 2001 and the guidelines issued by the

Committee and the Sub- Committee. MCA vide recent Notification G.S.R. 352(E) dated 10

th May, 2012 has introduced Investor Education and Protection Fund (Uploading of

information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 which mandates filing of Form 5 INV containing the information of unclaimed and unpaid amounts as referred to in sub section (2) of section 205C of the Companies Act, 1956. PROVISO UNDER THE ACT : Rule 3 of the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012: Every Company (including Non-bank ing Financ ial Companies and Residuary Non-banking Compan ies) shall, within a period of 90 days after the holding of Annual General Meeting or the date on which it shou ld have been held as per the provisions of section 166 of the Act and every year thereafter till completion of the seven years period, identify the unclaimed amounts as referred to in sub-section (2) of section 205C of the Act, separately furnish and upload on its own website as also on the Ministry's website or any other website as may be specified by the Government a statement or information through eForm 5 INV, separately for each year, containing following information, namely:- (a) the names and last known addresses of the persons entitled to receive the sum; (b) the nature of amount; (c) the amount to which each person is entitled; (d) the due date for transfer into the Investor Education and Protection Fund; and (e) such other information as considered relevant for the purpose; Provided that, for the financial year ended March 31, 2011, the information shall be filed, latest by the July 31, 2012.


Article

v CREDITS TO IEPF

Sect ion 205C (2) of the Com panies Act, 1956 specifies the amounts that shall be credited to Investor Educat ion and Protect ion Fund in the prescribed manner. Amounts that remained unpaid and uncla imed for a per iod of seven years from the date they became due for payment is credited to the fund.

Ø Amounts in the unpaid dividend accounts of the companies

Ø the applicat ion moneys received by compan ies for allotm ent of any securities

and due for refund

Ø matured deposits with companies

Ø matured debentures with companies

Ø the interest accrued on the am ounts referred to in clauses (i) to (iv

Ø grants and donat ions given to the fund by the Central G overnment, State

G overnments, companies or any other inst itutions for the purposes of the fund;

and

Ø the interest or other income received out of the investments made from the fund

PRO CE DURE FO R CRE DITING BEF ORE AM ENDMENT:

Any amount requir ed to be credited by the companies to the Fund, as provided in the Act shall be remit ted into the concerned specif ied branches of Punjab National Bank, w ith in a period of thirt y days of such am ounts becoming due to be credited to the Fund.

Every Com pany shall fi le w ith the co ncerned Registrar of Com panies one copy of the Challan referred to in (a) evidencing deposit of the amount to the F und, a statement in Fo rm 1 duly certified by a Char tered Accountant or a Company Secretar y or a Cost Accountant pract icing in India or by the statutory auditors of the company.

However , it is mandatory that each Com pany keep a record re lating to fo lio num ber, Cert if icate Number etc. in respect of persons to whom the amount of unpaid or unclaimed div idend, applicat ion m oney, m atured deposit or debentures, interest accrued or was payable, for a period of three years and the Committee or Sub-Committee shall have powers to inspect such records of that period.

v RECENT AM ENDMENT :

The Ministry of Corporate Affairs vide notice dated 18th May, 2012 has mandated every company to file e-Form 5INV containing the information of unclaimed and unpaid amounts as referred to in sub section (2) of section 205C of the Companies Act, 1956 This information is required to be f iled every year within a per iod of 90 days

a.) after the holding of Annual General Meeting (or )

b.) the date on which it should have been held as per the provisions of section 166 of the Act, and every year thereafter t ill completion of the seven years’ period.


Article

The requisite information as per the above mentioned rules vide Form 5- INV for the financial year ended on 31st March 2011, should be f iled latest by 31st July 2012. An excel sheet containing detailed investor wise details is to be f iled separately.

v FILING OF E -FORM 5 : The e-form 5 requires the following information :

1. Number of small shareholders o f the company : In spite of absence of the definition for Small Share holder here, Small Shareholders for this purpose may be construed as defined under Section 252 of the Companies Act, 1956 which defines “Small shareholders” means a shareholder holding shares of nominal value of twenty thousand rupees or less in a public company to which this section applies.

Hence the Company, to prepare the Form 5 INV should examine the Number of Small Shareholder as on the date o f the Annual G eneral Meeting o f the Company.

2. Number of small depositors o f the company : Small Depositor for this purpose is construed as defined under Section 58AA of the Companies Act, 1956 which defines a small depositor” means a depositor who has deposited in a financial year a sum not exceeding twenty thousand rupees in a company and includes his successors, nominees and legal representatives. Hence the Company, to prepare the Form 5 INV should examine the Number of Small Depositor as on the date o f the Annual G eneral Meeting of the Company. However, this clause applies only to Com panies which accept deposits under Section 58A of the Companies Act, 1956.

3. Details of unclaimed and unpaid amounts :

A dividend has been declared by a company but has not been paid or claimed within 30 [thirty days] from the date of the declarat ion, to any shareholder entit led to the payment of the dividend, the company shall, within seven days from the date of expiry of said period of 30 [thirty days], transfer the total amount of dividend which remains unpaid or unclaimed within said period of 30 [thirty days], to a special account to be opened by the company in that behalf in any scheduled bank, to be called “Unpaid Dividend Account of . .... ... ... . Company Limited/Company (Private) Limited”.

Any money transferred to the unpaid dividend account of a company in pursuance of this section which remains unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred by the company to the Investor Education and Protection Fund. Sub Clause 4 of Section 205 A provides that if default is made in transferring the total amount referred above or any part thereof to the unpaid dividend account of the concerned company, the company shall pay, from the date of such default , interest on so much of the amount as has not been transferred to the said account, at the rate of twelve per cent per annum and the interest accruing on such amount shall ensure to

12

Article

the benefit of the members of the company in proportion to the amount remaining unpaid to them.


With the above provisions of Section 205 of the Com panies Act, 1956, the Company should produce the following details in the Form 5 INV:

1) Amount of Unclaimed and unpaid dividend 2) Amount of application moneys received and due for refund 3) Amount of matured deposits 4) Amount of matured debentures 5) Interest accrued on the amounts referred to in clause (a) to (d) above

(i) Unpaid dividend (ii) Application money due for refund (iii) Matured deposit with com panies (iv) M atured debentures with companies

POINTS TO BE NOTED W HILE FILING THE E-FORM 5-INV WITH MCA

1. The information to be provided in the e-Form 5 INV should be as on the date of AGM .

2. E-Form 5 INV shall be duly verified and cert if ied by the statutory auditors of the

company or a Chartered Accountant or a Company Secretary or a Cost Accountant practicing in India

3. The e-form 5 INV should be f iled annually within 90 days from the AGM date.

However, for the f inancial year ended March 31, 2011, com panies can f ile the form up to July 31, 2012.

4. After successful upload of form 5 INV, the Investor-wise details of unclaimed and unpaid amounts need to be uploaded on the IEPF portal using the excel template, as detailed below.

v POST PROCESS OF FILING FORM 5 INV

The next process upon f iling of Form 5 INV is to uploa d the excel f ile on the Investor-wise details of unclaimed and unpaid amounts on the IEPF portal The template of the excel sheet is given herewith for your ready reference. http://www.iepf.gov.in/IEPF/pdf/InvestorDetailExcel.zip How to read the Excel Template: 1. There are three sheet to the excel template. They are :

a. Read Me b. Investor Details c. Error

2. The following process is to be adhered in the Investor Details worksheet :

a. Macros should be enabled on the tem plate document b. Upon f illing of the CIN of the Company, the pre fill option can be used to generate details of the Com pany from the M CA W ebsite


Article

C. The details of the Investor like First Name, Middle Name, Last Name, Address, Country, State etc. d. Once the entire investor details are entered, the Validation process should be done by pressing the validate icon. e An offline validation process will be initiated and the errors identified shall be displayed in the ‘Error’ worksheet. f. Upon rectification of the errors displayed, the final excel sheet shall be saved and is ready for uploading. Steps to be followed to upload the excel file containing investor-wise details of unclaimed and unpaid amounts during the year Upon filling of necessary details on the Excel template and upon successful validation of the sheet, there involves two stages : PROCEDURE FOR UPLOADING THE EXCEL FILE IN IEPF PORTAL: The filled in excel sheet should be uploaded in the Mca portal and the path is MCA Portal >> Investor Services >> IEPF >> IEPF Application >> Upload Investor Details. User ID, Password (provided at the time of upload of eForm 5-INV) along with SRN of Form 5-INV and CIN. Click on validate button. After the details are validated, upload the excel file containing investor-wise details of unclaimed and unpaid amounts Ensure that the correct details are uploaded on the IEPF portal as an excel file once uploaded cannot be deleted. To modify the details, the excel file with the same file name shall have to be uploaded which shall replace the earlier file In case no excel file is uploaded within the prescribed time limit, the filing of Form 5-INV shall be treated as Defective and the form shall be rejected

Sl.No Stages Time line 1. Uploading of the details of Investors Within 14 days from the

date of upload E- form 5 2. Confirmation of the details of

Investors Within 15 days from the date of upload of E- form 5


Article

PROCEDURE FOR C ONFIRMATION OF EXCEL FILE IN THE PORTAL : Click on “Confirm Upload of unclaimed and unpaid amount details”. Path for the same is MCA Portal >> Investor Services >> IEPF >> IEPF Application >> Conf irm Uploaded Files and the CIN and SRN details shall be provided. On successful confirmation, the details shall be processed and thereafter the Form 5- INV shall be marked as ‘Approved’. In case uploaded excel f iles are not confirmed within the aforesaid time period, then the same will be automatically confirmed by the system. OTHER POINTS TO BE TAKEN CARE: The filing of Form 5-INV shall be treated as complete only after the excel file(s) are uploaded and confirmed. In case the form has been marked as defective, its f iling shall be cancelled and shall stand rejected. In case of the Form 5 INV stood rejected the company should file the Form 5- INV once again on the IEPF portal. Thereafter the process of uploading and confirming the excel files has to be made. Multiple excel files can be uploaded in respect of Form 5 INV and the total size of all the excel files uploaded in respect of a particular SRN cannot exceed 40 MB. The E- form 5 INV does not require for attachment of any document, hence the excel file to be uploaded and confirmed are the sole data. Hence care should be taken that the details entered in the excel sheet is the same as given in the form 5 INV. Any mismatch of data would cause the eform 5 filed , defective and the company has to file the eform afresh. The Company has to maintain the details of Small Shareholders and Small Depositors for the purpose of filing the eform 5 INV as on the date of AGM. DEFAULT IN FILING OF INFORMATION If a company fails to furnish and upload information or furnishes and uploads false information on the website, the company, and every officer of the company who is in default, shall be liable and in such case the provisions of Section 629A of the Companies Act, 1956 shall be applicable. CONCLUSION: From the notification it is clear that this is one of the key initiatives of MCA in the interest of investors and investors can now easily access the data available on the portal with respect to their unclaimed dividend por tion though it causes an additional responsibility to the Corporate. Thus, this move is clearly a step towards keeping the stakeholders well informed with respect to the unclaimed dividend lying with the company. Moreover, it will also make the companies more accountable by ensuring such disclosure requirement upon the companies.


Article

SIRC Activity Report

A half day seminar on 'Demystifying the th

Takeover Code' was organized on 25 May 2012. The speaker was Ms. Shailashri Bhaskar, [Former DBM, SEBI], Company Secretary in Practice, Mumbai. CS Dr. Ravi B, Chairman, Professional Development Committee, ICSI – SIRC welcomed the members and introduced the theme of the seminar and the speaker.

Ms. Shailashri spoke eloquently on the new takeover code. She informed that the new

ndtakeover code came into effect from 22 October 2011 and it is applicable to direct and indirect acquisitions of the listed companies. Ms. Shailashri clarified that the holder who had more than 25%, but less than 75% of the paid up capital of the company, can acquire upto 5% in a financial year. She explained further that the individual acquisitions also will be considered for purpose of activating, irrespective of aggregate holding of group and cannot make a delisting offer for a period of 12 months after closure of offer.

The seminar evoked a number of queries from members which was ably clarified by the speaker. CS Sriram P, Company Secretary in Practice and Member, Professional Development Committee, ICSI – SIRC summed up the proceedings of the seminar and proposed vote of thanks.

Half Day Seminar on Demystifying the Takeover Code

L to R: CS Shailashri Bhaskar, PCS, Mumbai, CS Sriram P, PCS, Chennai, CS Dr. Ravi B, Chairman, PDC, ICSI-SIRC, Chennai.

Shri S Sriram, Chartered Accountant, Chennai was the speaker on the Study Circle Meeting organized by the ICSI – SIRC on the topic, 'Salaries – Tax Planning'. CS Ramasubramaniam C, Member, ICSI – SIRC welcomed the members and introduced the speaker to them.

Shri S Sriram threw light on the tax provision both from the employer and employee perspective. Shri Sriram spoke on the various sections under which salary can be structured so to minimize the tax burden. He further deliberated on the components

of the salary and explained the tax impact and the exemption can be availed. The members actively interacted with the speaker. The meeting concluded with the formal vote of thanks by CS Ramasubramaniam C, Member, ICSI – SIRC.

SCM on Salaries – Tax Planning – 30.05.2012

CA S Sriram, addressing the members at the Study circle meeting


Chapters’ Activity Report

thThe Bangalore Chapter of the ICSI organised the inaugural function of the 9 Management Skills Orientation

st Programme (MSOP) on 1 May, 2012. Dr. Rekhakala A.M., Professor of Finance, Alliance University, Bangalore was the Chief GuestCS S. Kannan, Chairman, Bangalore Chapter of the ICSI delivered the welcome address and introduced the Chief Guest

thThe Chief Guest inaugurated the 9 MSOP by lighting the lamp and the 22 Participants then introduced themselves

The Chief Guest in her inaugural address advised the participants to strive to achieve perfection in every work they do and to be abreast with the changing economy and regulations so as to create value add to the assigned tasks, she also advised participants to have commitment towards values and have ethical integrity and transparency in the profession. She emphasized on networking and diversified role of Company Secretary and advised the participants to work with great sense of commitment and strive to achieve a trustworthy position in the work place.

CS S. Kannan, Chairman Bangalore Chapter of the ICSI proposed the vote of thanks.

th The Bangalore Chapter of the ICSI organised the valedictory function of the 9 Management Skills

thOrientation Programme (MSOP) on 17 May, 2012. CS C.P. Sounderarajan, Chief Secretarial Officer, GMR Group Bangalore was the Chief Guest. CS C Dwarakanath, Secretary, SIRC of the ICS, CS S.C Sharada, Secretary, and CS Haribabu Thota, Chairman, Sub-Committee for Training and Educational Facilities, Bangalore Chapter of the ICSI were also present

CS S.C Sharada, Secretary, Bangalore Chapter of the ICSI welcomed and introduced the Chief Guest

Ms. Namitha V and Mr. Sandeep Kumar G, Participants, shared their feedback about the MSOP Programme.

The Chief Guest in his address to the participant stated that the most important role of Company Secretary is to bring in compliance and integrity in the organization and advised to hone their leadership skills. Above all this he stated was the need to enjoy one’s work, maintain high levels of integrity and honesty and learn to be a team player and add value to any work undertaken.

CS Dwarakanath C, Secretary, SIRC of the ICSI also addressed the Participants.

The Chief Guest then distributed the Best Participant award to Ms. Manjula R and prizes for the Best Project to the team consisting of Ms. Namita V, Ms. Sweety Murarka and Ms. Vanita Mahabal Kunder for the Project on “Performance Appraisal”. He also distributed the Course Completion Certificates to the Participants.

CS Haribabu Thota, Chairman, Sub-Committee for Training and Educational Facilities proposed the Vote of Thanks.

th The Bangalore Chapter of the ICSI organized the inaugural function of the 29 Student Induction Programme

st(SIP) on21 May, 2012 at The Institution of Agricultural Technologist. CS Shilpa Budhia Associate Manager-Corporate Secretarial, GMR Group, Bangalore was the Chief GuestCS Haribabu Thota, Chairman, Sub-Committee for Training and Educational Facilities welcomed and introduced the Chief Guest

thThe Chief Guest inaugurated the 29 SIP by lighting of lamp.

BANGALORE CHAPTERthInauguration of 9 MSOP

thValedictory Session of 9 MSOP

thInauguration of 29 SIP


CS Shilpa Bhudia in her inaugural address highlighted the important role played by Company Secretaries in the growth of a company and shared with the students the necessary skills sets to become a good and respected professional. She then advised the participants to complete the course at the earliest and avail the opportunities available for Company Secretary in both corporates and in practice.

CS Haribabu Thota, Chairman, Sub-Committee for Training and Educational Facilities proposed the vote of thanks.

thThe Valedictory Function of the 29 Student Induction Programme (SIP), organised by the Bangalore thChapter of ICSI was held on 29 May, 2012 at The Institution of Agricultural Technologists.

Ms. Noor Sumayya, Assistant Education Officer, The ICSI, welcomed CS S.C. Sharada, Secretary and CS H.M Dattatri, Treasurer, Bangalore Chapter of the ICSI and all the participants present for the valedictory session.

Ms. Krithika and Mr. Chirag Jain, Participants, shared their feedback about the SIP Programme.

CS S.C. Sharada, Secretary and CS H.M Dattatri, Treasurer, Bangalore Chapter of the ICSI addressed the gathering and distributed the SIP certificates to the 74 participants and Ms. Noor Sumayya, Assistant Education Officer, Bangalore Chapter of the ICSI proposed the vote of thanks.

The Bangalore Chapter of the ICSI organised a Half Day Programme on “Morphing with M A P for th

Professional Excellence” on 19 May, 2012 at The Institute of Agricultural Technologist, Bangalore. Mr. V. Narayanan, Director, Academy for Consultancy and Empowerment Strategy, Consultant and Corporate Coach, Bangalore was the speaker.

CS S Kannan, Chairman, Bangalore Chapter of the ICSI delivered the welcome address and introduced the Speaker.

Mr. V. Narayanan in his presentation on “Morphing with M A P for Professional Excellence” highlighted the Fundamentals of Success viz; Motivation, Attitude and Passion and explained how to work at the strategic initiatives of the organization using the fundamentals of success which enables one to face the changing scenarios by re-inventing and repositioning themselves in the organization and also helps in facing challenges of the Indian industries which have been benchmarked with the international standards. He then explained in brief on how to manage and work on projects while juggling the regular job responsibilities in order to be successful.

The Programme was well attended by 27 Members and Students

CS Kannan, Chairman, Bangalore Chapter of the ICSI proposed the vote of thanks.

REPORT ON THE 4 CRASH COURSE -CUM- PROFESSIONAL DEVELOPMENT PROGRAMMES CONDUCTED IN THE MONTH OF MAY 2012

The Bangalore Chapter of the ICSI organised 4 Crash Course –Cum- Professional Development

Programmes as per the details given below. The Programme was well attended by students of Executive

Programme and Professional Programme.

thValedictory Session of 29 SIP

Half Day Programme on “Morphing with M A P for Professional Excellence”


Date Timings Programme Deta ils Speaker N o of Part icipants

5.5.2012 10.00 A M – 6 .00 PM

Crash Course-cum-Professional D eve lopment Programme on “Company Secretarial Pract ice”

CS H ema Shivananda, Sr. Execut ive – Legal and Secretaria l, Sasken Communication Technologies Limited, Bangalore

19

6.5.2012 10.00 A M – 6 .00 PM

Crash Course-cum-Professional D eve lopment Programme on “General and C ommercial Laws”

CS A lok, Pract ising Company Secretary , Bangalore

18

6.5.2012 10.00 A M – 6 .00 PM

Crash Course-cum-Professional D eve lopment Programme on “Financial, Treasury and Forex Management”

CS Prasanna Patil, Pract ising Company Secretary , Bang alore

23

13.5.2012 9.00 AM – 6.00 PM

Crash Course-cum-Professional D eve lopment Programme on “Tax Law s”

CA Chandra Kumar N ., Chartered A ccountant , Bangalore

17


HYDERABAD CHAPTER

thValedictory Session of 11 Executive Development Programme

th Inaugural Session of 17 Student Induction Programme

thOn 4 May, 2012 Chapter has organized a valedictory session of 11 Executive Development Programme. CS Shujath Bin Ali, Chairman of the Chapter gave a brief report on 8 days training Programme and Spoke about Visualization of Goals, He motivated Students on how to achieve goals and also emphasized upon Communication Skill , Attitude and Client Service Skills etc.

CS Sudhir Babu, Council Member, The ICSI in his address he focused on importance of training and its advantages and also changes in training structure in ICSI etc.

CS Sudheendhra Putty, Member Managing Committee spoke on CS Profession and Introduced Chief Guest.

Dr. A. Krishnaiah, Director , Entrepreneurship Development Cell, Osmania University was the Chief Guest for valedictory session . In his address he spoke about Entrepreneurship and advised the students to do hard work and have a plan for achieving the target.

Some of the participants also shared their views and experiences. Thereafter, Certificates of Participation were given to all the participants through the hands of Chief Guest, and other dignitaries Mr. D. Raghavendar Rao was adjudged best participant by the participants.

Group photo of all the participants in the valedictory function was taken. .

The session concluded by vote of thanks by CS Sudheendhra Putty, Member, Managing Committee

th On 7 May, 2012 Chapter has organized a Inaugural Session of 17 Student Induction Programme at Chapter Premises. CS Shujath Bin Ali, Chairman of the Chapter welcomed the students and spoke about passion for excellence.

Prof. V Krishna Reddy was the Chief Guest for the Inaugural session, In his address he spoke on how to set Goals in achieving Target, he said every one need to set goals in shorter and simpler forms in achieving goals and should have Physical and mental power and more importantly will Power to achieving them. He said we should learn from the things happening around us which will give us great knowledge.

th thOn 10 May, 2012 Chapter has commenced its 70 Batch Oral Coaching Classes for Foundation Programme at Chapter Premises. CS Shujath Bin Ali, Chairman of the Chapter welcomed the students and congratulated to students for choosing CS course. In his address he explained the importance of hard work, self motivation, dream to achieve and also job opportunities in employment and in practice. CS Vasudeva Rao Devaki, Secretary of the Chapter explained the modalities of the Oral Coaching, & Library Facilities etc . He advised the students to take up the course sincerely and give focused attention to their studies. He advised the parents to provide moral support and encouragement to their children to become a Company Secretaries at the earliest possible.

th16 May, 2012 Chapter has organized Valedictory session of 17 Student Induction Programme. CS Vasudeva Rao Devaki Secretary of the Chapter welcomed the gathering and Chief Guest.

CS Shujath Bin Ali, Chairman of Hyderabad Chapter addressed the students and spoke about the SIP programme that how it helps us to grow in the future and also spoke on CS Crouse, said to take five good things that you have to achieve and should work on it.

Mr. Bala Aditya, student who recently qualified professional progamme of CS course from the Chapter addressed the students and shared his experience in completing the course and he described himself as a new born baby into the professional world. He said that it is not just hard work which is needed to do smart work in achieving Targets.

and completing the SIP. He said to get into a good position it requires Sacrifice which draw a line of focus in achieving goal and said it gives a lot of good returns in the future.

Mr. Sai Principal Editor, Gemini News was the Chief Guest for the Programme, He focused on importance of Company Secretary , communication skills, crisis management and importance and ethics and values and role of Company secretaries in social issues.

C S A V Rao Member, SIRC and Ms. Sarah Arokia Swamy, Joint Director, SIRC addressed the Students. Chief Guest distributed the certificates to the students who successfully completed the Student Induction Programme. Mr. D. Saicharan was awarded the Best Participant Award by the Student.

Group photo of all the participants, with Chief Guest and Managing Committee Members in the valedictory function was taken.

Concluding remarks and Vote to thanks by CS Vasudeva Rao Devaki, Secretary of the Chapter.

thOn 20 May, 2012 Chapter has organized Health Programme jointly with Institute of Public Enterprises on Ayurveda For Every one by by Renowned Speaker Pandit Elchuri Venkata Rao at Institute of Public Enterprises campus. CS Shujath Bin Ali, Chairman of the Chapter welcomed the gathering and informed about the importance of the Ayurveda and also spoke about the Institute , Chapter and profession of CS for the benefit of the general public also emphasized & Health and work Management. He highlighted the need for fitness and good health in day to day life.

thInauguration of 70 Batch of Foundation Programme

th Valedictory Session of 17 Student Induction Programme

Health Programme on Ayurveda For Every One


ddd

Sri John, Managing Director, TV7 was the Guest of Honour. In his address he spoke on why he started the Health Planet TV7 and also spoke on optimal management of home, health and wealth.

Pandit Elchuri Venkata Rao was the speaker for the day and. While explaining Fitness & Health, he stressed on the need for evaluating health, strength, Training and supplementation. He said that knowledge workers suffer from various ailments such as B P , high cholesterol, Insomnia and Diabetes due to a sedentary life style with no physical activity. He explained the correctives required in the life style in such cases. He also gave many tips to prepare medicines at home for use. The programme was very well organized which was appreciated by the participants. Nearly 250 participants attended the programme which included general public as well.

CS Vasudeva Rao Devaki, Secretary of the Chapter also spoke on the occasion and differentiated between Allopathi and Ayurveda and its advantages and proposed a vote of thanks.

thOn 23 May, 2012 Chapter has commenced its 70 Batch Oral Coaching Classes for Executive Programme at Chapter Premises. CS Vasudeva Rao Devaki , Secretary of the Chapter welcomed the students and congratulated students who passed foundation course and also new students for choosing CS course. In his address he explained the modalities of the Oral Coaching, & Library Facilities, avenues are available after passing the Course and also dealt the training requirements for the students. He advised the students to take up the course sincerely and give focused attention to their studies. He advised the parents to provide moral support and encouragement to their children to become a Company Secretaries at the earliest possible. Students interacted with Secretary and doubts and queries of students were clarified.

thInauguration of 70 Batch of Executive Programme Programme

MADURAI CHAPTER

Capital Markets Week – 2012

Madurai chapter celebrated Capital Markets week 2012 in a befitting way. .During the week long celebrations, various programmes were conducted. The celebrations began on 26.4.2012 with a meeting on the topic of “Initial Public offer” addressed by. Shri.S.Paramasivan, Secretary of the Chapter. .The meeting was well attended by the students and members. A study circle meeting on the topic “Challenges and opportunities -,Innovation of capital Markets” was organized on 27.4.2012. The speaker of the programme was Shri.M.Subramanian, Asst.Professor, Thyagarajar School of Management, Madurai.

The grand finale of the Capital Market Week celebrations was on 28.4.2012, when a mega Investor Awareness Programme was held under the aegis of Ministry of Corporate affairs, Government of India, at Tamilnadu chamber of commerce, MEPCO Mini Hall, and Madurai. Shri.S.Kumararajan Chairman, in his welcome address outlined briefly.the need for creation of awareness amongst the investors and also the risks associated with the investment in capital markets. The programme was inaugurated by Shri.N.Jegatheesan, President, Tamilandu Chamber of commerce, Madurai and in his speech he appreciated the ICSI-Madurai chapter for conducting regularly these type of programmes useful to investors, traders, public and volunteered to organise such kind of programmes by the Chamber jointly with the Madurai Chapter in future... A detailed presentation were made on the topics such as - Investment avenues in Equity market opportunities, Commodity trading and wealth management. The galaxy of speakers, who had addressed the programme were Shri.S.Alagupandi, Shri.M.Muthuraja, Shri.M.Devarajan of M/s India Nivesh Securities, Madurai and Shri.G.Balakrishnan, Director, Temple city financial services, Madurai. Around 100 participants from Investors and professionals and students participated. Interesting interactive session took place at the end of the programme.

Shri.S.Paramasivan, Secretary, ICSI-Madurai chapter.proposed vote of thanks at the end of the programme.


THRISSUR CHAPTER

Vice-President's Meet with Students' of Thrissur Chapter

Vice-President's Meet with Members

Crash Course on Financial, Treasury and Forex Management for the Professional Programme

Study Circle Meeting on “Peer Review Audit”

Special Students Programme on “How to Appear Practical Problems on CS Exams”

The Thrissur Chapter of the ICSI organised a Students' meeting with CS SN Ananthasubramanian, Vice- President, The ICSI, on 4th May, 2012 at 11:00 AM at The Casino Hotels, Thrissur. CS Krishnakumar M, Chairman, Thrissur Chapter of The ICSI, welcomed CS S.N Ananthasubramanian, Vice-President, The ICSI; CS R Sridharan, Council Member The ICSI; CS S.S. Marthi, Chairman, SIRC of The ICSI; CS Baiju R, Secretary, SIRC of The ICSI for the Students Meet. Vice-President of ICSI addressed the students on the various initiatives of the Institute for the benefit of students and the profession. The dignitaries also interacted with the students present Where in the students shared some of their issues and gave suggestions on the course and also to improve the services being provided by the ICSI. CS Anuradha Varma, Secretary, Thrissur Chapter of the ICSI proposed the vote of thanks.

The Thrissur Chapter of the ICSI organised a Meeting of the Members with the President of the Institute on 4th May, 2012 at 12:00 PM at The Casino Hotels, Thrissur. CS Krishnakumar M, Chairman, Thrissur Chapter of The ICSI, welcomed all the dignitories CS S.N Ananthasubramanian, Vice-President, The ICSI; CS R Sridharan, Council Member The ICSI; CS S.S. Marthi, Chairman, SIRC of The ICSI; CS Baiju R, Secretary, SIRC of The ICSI for the Members Meet. Vice-President of ICSI addressed the Members and shared with them various initiatives taken by the institute for the benefit of Members.. The other dignitaries also interacted with the members present Where in the shared their views and suggestions on various issues/aspects relating to the profession. CS Anuradha Varma, Secretary, Thrissur Chapter of the ICSI proposed the vote of thanks

The meeting ended with delightful lunch with the Vice -president and members.

The Thrissur Chapter of the ICSI is conducted a Crash Course on Financial, Treasury and Forex Management for the Professional Programme Students appearing in the June 2012 examination on the

th th Thursday and Friday, 10 May 2012 and & 11 May 2012. The course was a combination of lecture and class room exercise and the entire course managed by CA. GOPAL KRISHNA RAJU: FCA, AICWA, ACS, PGDOR, PGDFM, DISA., Chennai.

28 students attended the programme.

thThe Thrissur Chapter of ICSI organized a study circle meeting on “PEER REVIEW AUDIT” ON 15 May, 2012 at Chapter premises. CS Sreekrishnakumar, Company Secretary in Practice, Thrissur was the pilot faculty.

Chapter, in association with CS Students’ Forum, Thrissur has organized a special Programme on “HOW thTO APPEAR PRACTICAL PROBLEMS ON CS EXAMS” on 10 day of May 2012 at Hotel tamarind,

Thrissur for students. Mr Nithindas, Professional Student welcomed the participants and CA. GOPAL KRISHNA RAJU, Chennai presented the topic. He explained about the practical approach and techniques to solve the problems in CS exams.



37th Regional Conference

Attn: Members

SIRC e-NEWS LETTER March 2012 55

PAYMENT OF ANNUAL MEMBERSHIP AND CERTIFICATE OF PRACTICE FEE

FOR THE YEAR 2012-13

MODE OF REMITTANCE OF FEE

The annual membership fee and certificate of practice fee for the year 2012-13 will become due for st th

payment w.e.f. 1 April, 2012. The last date for payment of fee is 30 June 2012.

The membership and Certificate of Practice fee is as follows:-

1. Annual Associate Membership fee Rs. 1125/-

2. Annual Fellow Membership fee Rs. 1500/-

3. Annual Certificate of Practice fee Rs. 1000/-(*)

*The certificate of practice fee must be accompanied by a declaration in form D duly completed in all

respects and signed. The requisite form 'D' is available on the website of Institute and

also published elsewhere in this issue.

The fee can be remitted by way of :

(i) On-Line (through payment Gateway of the Institute's web-site ( ) ) by following the

steps given below:-

a) The member has to visit the portal

b) The member has to login in to self profile by selecting the option Member-- > Associate/Fellow

c) The member has to enter Membership number in the box provided.

d) The member has to enter password in the box provided (The member has to click on Reset

password link if creating for the first time)

e) After Logging in the member has to click on the link ' Annual membership Fee'

f) The member has to click on 'Proceed for Payment' button for making payment through online

payment gateway. The member may keep the generated acknowledgement for future reference

and record.

(ii) Credit card at the Institute's Headquarter at Lodi Road, New Delhi or Regional Offices located at

Kolkata, New Delhi, Chennai and Mumbai.

(iii) Cash/ local cheque drawn in favour of ̀ The Institute of Company Secretaries of India', payable at

New Delhi at the Institute's Headquarter or Regional/ Chapter Offices located at Kolkata, New

www.icsi.edu

www.icsi.in

http://www.icsi.in


Attn: Members


Delhi, Chennai, Mumbai and Chandigarh, Jaipur, Bangalore, Hyderabad, Ahmedabad, Pune

respectively. Out Station cheques will not be accepted. However, at par cheques will be

accepted.

(iv) Demand draft / Pay order drawn in favour of `The Institute of Company Secretaries of India',

payable at New Delhi (indicating on the reverse name and membership number).

For queries, if any, the members may please contact Mr. D.D. Garg, Desk Officer or Mrs. Vanitha

Dhanesh on telephone Nos.011-45341062/64 or Mobile No.9868128682 / through e-mail ids:

,

ICSI-SIRC is conducting Oral Coaching Classes, Management Skills Orientation Programme [MSOP],

Student Induction Programmes [SIP], Professional Development Programme [PDP] and Executive

Development Programme [EDP]. The members are requested to enroll themselves as FACULTY for oral

coaching programmes and other training programmes conducted by the ICSI – SIRC, thus sharing their

knowledge with the budding company secretaries.

"BE BENEVOLENT TO YOUR FAMILY. REGISTER FOR CS BENEVOLENT FUND TODAY”

This is an appeal to all our members who are not members of CSBF to kindly register for the same as this

is the only benefit which we can pass it on to our family members. Your membership to the fund will go a

long way in strengthening the corpus of the fund, which will result in the Institute being able to provide a

higher amount of Financial Assistance to members and their families in time of need.

What you need to do is very simple:

1. Download and take print of the application form for CSBF-www.icsi.edu

2. Fill the required information

3. Draw a cheque or DD for Rs. 7500/- in favour of

Institute of Company Secretaries of India, payable at Chennai

towards one time membership fee to CSBF.

Alternatively, log into pay online and join the fund.

[email protected] [email protected]

www.icsi.in

INVITATION TO MEMBERS TO ENROL AS FACULTY

COMPANY SECRETARIES BENEVOLENT FUND – IMPORTANCE

CSBF Life membership subscription increased from Rs.5,000/- to 7,500/- w.e.f.1-4-2012.


Attn: Members


Advantages to you:

ICSI-SIRC LIBRARY

1. Contribution to the Fund is a noble cause.

2. Members of the ICSI after becoming the member of CSBF get the additional

security shield for the life.

3. Contribution to the Fund qualify for the deduction under

section 80-G of the Income Tax Act, 1961.

The CSBF can provide much needed financial assistance in such cases if the corpus of the Fund increases

substantially which is possible if more number of members are enrolled for the fund.

Our object is to make 100% registration by our esteemed members from Southern Region.

I earnestly request all the members to join for this campaign so that we can help our own family as well as

the families of our fellow members in times of distress.

The significant importance of becoming a Member in the Company Secretaries Benevolent Fund is to help

the members who are in distress and need financial help. Due to low enrolment for the Benevolent Fund,

the Institute is not in a position to extend the required benefit to the Members and therefore, it is an

opportune time to become Members of the Benevolent Fund and thus extend full support to the

Members who are in distress through the Fund. One time fee payable to become a member under the Fund

is Rs.7500/- [Rs.7500/- w.e.f. 1.4.2012], which may be sent by way of crossed cheque/demand draft

favoring “Company Secretaries Benevolent Fund” payable at New Delhi. For further details please contact

ICSI-SIRO, Chennai.

For clarifications/queries contact Ms. Meenakshi Gupta, Joint Director on telephone no.45341047 or Shri

J S N Murthy, Desk Officer.

The library is having a wide range of facilities including internet access. Quite a number of new books have

been added. The refurbished library is having separate enclosures for the members and students in order

to enable them to pursue their academic pursuits in calm atmosphere.

Yearly Library Subscription: Rs.500/- for Members and Rs.200 for Students per financial year. [April to

March]

For further details please contact ICSI-SIRO, Chennai.


Attn: Members


SPARING THE FACILITIES AT ICSI-SIRC HOUSE

The ICSI-SIRC House is having two halls – Dr A C Muthiah Conference Hall and LV B Hall. These

halls are being let out to conduct in-house meetings of the companies; arbitration meetings; board

meetings; EGM and other similar types of programmes. These halls are having adequate facilities

like mike facilities, lift, fully backed power supply, ample parking space. The ICSI-SIRC is centrally

located. For further details, please contact, ICSI-SIRO.

Members are aware that The ICSI – Southern India Regional Council has in place the scheme of the

Corporate Membership/Annual Membership. The scheme has been improved over the years based

on the feedback/suggestions from the Members of the scheme. Still, we are constantly making all

endeavours to make this scheme more attractive and useful to the members.

The validity of Corporate Membership / Annual Membership Scheme is from 1.4.2012 to 31.3.2013. In order

to acquire new competencies and skills, learning and training are essential for professional excellence. The

Regional Council is organizing various professional development programmes, which will be focused on

parameters like – Optimization of Learning Process; Value Addition to the working knowledge; Initiation to

Multi-skilling; Enrolling as a Corporate Member/Annual Member therefore assumes great significance and

importance.

Exempted from payment of Delegate fee in respect of –

Corporate Membership Scheme : 2012-13

Background

Importance of Corporate Membership

Benefits and Privileges

· 6 Full day Programmes· 8 half day programmesConcessional Delegate Fee in respect of –§ Regional Conference§ Regional PCS Conference

¨ One time approval from the Management for attending the progammes organised by ICSI-SIRC¨ Nomination/Deputation of a person to the earmarked programmes, in case a Corporate Member/ Annual

Member is not in a position to attend the programmes.¨ In case a Corporate Member/ Annual Member has not attended the earmarked Programme nor deputed a person

for the Programme, a full set of background material and other papers circulated at the Programme would be furnished to the member concerned.

¨ Prior Intimation about all the programmes through e-mail and newsletters.

Other benefits and Privileges are –

SIRC e-NEWS LETTER April 2012 58

SIRC e-NEWS LETTER May 2012SIRC e-NEWS LETTER May 2012 28

Attn: Members


REGISTRATION FORM FOR CORPORATE MEMBERSHIP SCHEME: 2012-13

The Institute of Company Secretaries of India Southern India Regional CouncilICSI-SIRC House, No.9 Wheat Crofts RoadNungambakkam,Chennai 600 034

Dear Sir/Madam,

Name of Applicant

:

FCS/ACS No.(if any) : CP No :

Designation :

Name of the Organisation

Address of the Organisation :

Contact Details: Ph No Off:

:

Residence

:

Mobile

:

Email ID (1)

:

Email ID (2)

:

Payment Details: Amount

:

Rs.6000

Cash/Cheque/DD No.

:

Dt.

:

Drawn on

:

Yours faithfully,

Date

:

Place

:

seal

Sponsoring Authority / Delegate

Corporate Membership No [for office use]

Validity

Corporate Membership/ Annual Membership is valid from 1.4.2012 to 31.3.2013.

General Information

Apart from the individual members, Corporate Members can also sponsor their executives for the Corporate

Membership/ Annual Membership Scheme. Members who have been sponsored by their companies as Corporate

Members/ Annual Members are entitled for further nomination/delegation in case he/she could not attend a

particular Programme. Multiple Corporate Memberships f rom the Corporates are accepted.

Enrolment Details

Fee : Rs.6,000/- [Rupees six thousand only] to be paid by way of Cash/Cheque/DD drawn in favour of “SIRC OF

THE ICSI” . Fee can also be paid by way of credit card.

Attn: Members


Attn: Members


(i) Company Law Executive Programme

(ii)

Economic and Labour Laws

Executive Programme

(iii)

Securities Laws and Compliances

Executive Programme

(iv)

Company Secretarial Practice

Professional Programme

(v)

Drafting, Appearances and Pleadings


(vi)

Corporate Restructuring and Insolvency


(vii)

Due, Diligence and Corporate Compliance Management


(viii)

Governance, Business Ethics and Sustainability.


30

The Institute prepares and updates the panel of Paper Setters and Examiners at regular

intervals for conduct of Institute's examinations. In this regard the Institute invites applications

from suitably qualified, competent and experienced persons having academic flair and

willingness to undertake such academic and confidential assignments in any subjects of CS

examinations and especially in any of the following subjects:

A copy of the announcement inviting applications for empanelment of Paper Setters and

Examiners is available on the website and is also reproduced hereunder.

Persons who have requisite qualifications, experience and interest in evaluation of answer

books may send their bio-data duly filled in to – The Joint Director (Examinations), The

Institute of Company Secretaries of India, C-37, Sector 62, Institutional Area, NOIDA –

201309. The application form can be downloaded from the Institute's website:

or may be obtained by post

on request.

http://www.icsi.edu/webmodules/member/forms/examnew.pdf


Attn: Members


I LEGAL DISIPLINE SUBJECTS:

(a) Law:

(i) General and Commercial Laws Executive Programme

(ii) Tax Laws Executive Programme

(iii) Company Law Executive Programme

(iv) Economic and Labour Laws Executive Programme

(v) Securities Laws and Compliances Executive Programme

(b) Law and Practice:

(i) Company Secretarial Practice Professional Programme

(ii) Drafting, Appearances and Pleadings Professional Programme

(iii) Corporate Restructuring and Insolvency Professional Programme (iv) Advanced Tax Laws and Practice Professional Programme (c) Law and Management:

(i) Elements of Business Laws and Management Foundation Programme

(ii) Due Diligence and Corporate Compliance Management Professional Programme II MANAGEMENT, BUSINESS COMMUNICATION, ETHICS AND

SUSTAINIBILITY DISCIPLINE SUBJECTS:

(I) English and Business Communication Foundation Programme

(ii) Strategic Management, Alliances and International Trade Professional Programme

(iii) Governance, Business Ethics and Sustainability Professional Programme III ECONOMICS DISCIPLINE SUBJECT:

(i) Economics and Statistics Foundation Programme


Attn: Members


IV ACCOUNTING AND FINANCE DISCIPLINE SUBJECTS:

(i) Financial Accounting Foundation Programme

(ii) Company Accounts, Cost and Management Accounting

Executive Programme

(iii) Financial, Treasury and Forex Management Professional Programme

Stage of Examination For Paper Setting For Evaluation of Answer Books Foundation Programme Rs.5,000/- per paper Rs.40.00 per answer book Executive Programme Rs.6,000/- per paper Rs.50.00 per answer book Professional Programme Rs.7,000/- per paper Rs.60.00 per answer book

SIRC e-NEWS LETTER April 2012 62


QUALIFICATIONS

A person applying for empanelment of his/her name as a Paper Setter/Examiner should be holding professional qualification as member of the Institute of Company Secretaries of India/Institute of Cost and Works Accountants of India/Institute of Chartered Accountants of India at least for five years and/or a Doctorate Degree/Postgraduate Qualification with at least second class in the disciplines of Law, Management, Finance & Accounting and International Trade & Economics with five years experience either in an academic position or in practice or in employment in the concerned field/discipline having relevance to the subjects of examinations.

DESIRABLE EXPERIENCE

Persons having adequate experience of teaching and as Head Examiner/Moderator/Paper Setter/Examiner in subjects of Legal, Management, Finance & Accounting and International Trade and Economics discipline at graduate/post-graduate level or professional examinations or in writing book(s) or study material in the relevant subject(s) OR any other specialised graduate/post-graduate level qualification(s) with relevant work experience having direct relevance to the aforesaid subject(s) of HOW TO APPLY Candidates fulfilling the above conditions and not registered as a student of the Institute may send their bio-data in the prescribed application form. The prescribed application form may be downloaded from the Institute’s website http://www.icsi.edu/Webmodules/ Member/forms/examnew.pdf The blank application form can also be obtained by post from the Joint Director (Examinations), The Institute of Company Secretaries of India, C – 3 7, Institutional Area, Sector – 62, NOIDA – 201 309 or by sending an e-mail to [email protected].


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sirc e-news letterconference, an annual event of the icsi-sirc is being held at hyderabad on friday...

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