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NIRC-ICSI NewsletterNorthern India Regional Council of The Institute of Company Secretaries of India

Monthly * Volume XXX No.IV*02 February 2011

News In Flash

National Best Regional Council (2004 , 2007 & 2008)

Annual Subscription : Rs. 100/- Single Copy–Rs. 10/-

Interaction with newly elected President & Vice President, ICSI (2.2.2011): Sitting from L to R Mr. Deepak Kukreja (Vice-Chairman, NIRC-ICSI), Mr. N K Jain (Secretary & CEO, ICSI), Mr. Ranjeet Pandey (Chairman, NIRC-ICSI), Mr. Anil Murarka (President, ICSI), Mr. Nesar Ahmad (Vice-President, ICSI), Mr. Harish K. Vaid (Council Member, ICSI), Mr. Sanjay Grover (Council Member, ICSI) and Ms. Ashu Gupta (Secretary, NIRC-ICSI).

Mr. Anil Murarka, President

PRESIDENT AND VICE-PRESIDENT OF ICSI (2011)

OFFICE BEARERS OF NORTHERN INDIA REGIONAL COUNCIL OF ICSI (2011)

Mr. Ranjeet Pandey, Chairman Mr. Deepak Kukreja, Vice-Chairman Ms. Ashu Gupta, Secretary Mr. Punit K. Abrol, Treasurer

Mr. Nesar Ahmad, Vice- President

REGIONAL COUNCILChairman : Vice-Chairman : Secretary : Treasurer :

Members :Ex-officio Members :

Ranjeet Pandey Deepak Kukreja Ashu Gupta (Ms.)

Atul Mittal, Harish K. Vaid, Nesar Ahmad, Pradeep K. Mittal and Sanjay Grover

Avtar Singh, Dhananjay Shukla, M.G. Jindal, Manish Gupta, NPS Chawla, Rajiv Bajaj, Shyam Agrawal and Vineet K Chaudhary

Punit K. Abrol

NIRC-ICSI NewsletterNIRC-ICSI NewsletterNorthern India Regional Council of The Institute of Company Secretaries of India

NIRC-ICSI Newsletter 2 February, 2011

NIRC

New

s in P

ictur

es

Monthly * Volume XXX No.IV*02

Seminar on Fraud Risk & Governance: Professionals' Responsibility & Liability (15.01.2011)

First Technical Session: From L to R Mr. Deepak Kukreja Mr. Pavan Duggal (Senior Advocate), Mr. J.K. Teotia (Joint Director, Serious Fraud Investigation Office, Ministry of Corporate Affairs and Mr. S. Koley .

,

Second Technical Session: From L to R Mr. S. Koley, Mr. Manish Lamba (General Counsel Bharti Reality Ltd.), Mr. Sanjeev Singh (Addl. Director, Financial Intelligence Unit India, Ministry of Finance) and Dr. Sanjeev Gemawat (Vice-President, DLF Commercial Developers)

,

Inaugural Session: From L to R Mr. Hitender Mehta (Past Chairman, NIRC-ICSI), Mr. Gaganpreet S. Puri (Executive Director, Forensic Advisory Practice- KPMG India Pvt. Ltd.), Mr. B.K. Sharma (Chairman, NIRC-ICSI), Mr. Huzeifa Unwala (National Head, Risk & Advisory Services BDO Consulting Pvt. Ltd.) and Mr. Ranjeet Pandey.

Research Paper Competition-Distribution of Awards: Mr. B.S. Bhargava, FCS and Mr. J.K. Bareja, FCS (both Judges of the Competiton) addressing. Others sitting from L to R Mr. Ajay Garg (Convenor, Research & Publication Committee, NIRC-ICSI), Mr. B.K. Sharma and Mr. Ranjeet Pandey.

February, 2011 3 NIRC-ICSI Newsletter

Dear Professional Colleagues,I am honoured andprivileged to communicatewith you as Chairman,NIRC.At the outset, I take thisopportunity to convey mysincere thanks & gratitudeto all of you for re-electingme as your representative

for Northern India Regional Council of the Instituteof Company Secretaries of India and my heartfeltthanks to all my Regional Council colleagues forreposing confidence in me and electing me asChairman for the year 2011. I pray almighty togive me sufficient strength and courage to performmy duties as Chairman, NIRC upto thesatisfaction of the students, members and otherstakeholders with full dedication andcommitment.On behalf of Team NIRC, my heartiestcongratulation to Mr. Anil Murarka & Mr. NesarAhmad newly elected President & Vice President,ICSI respectively, on assuming their position forthe year 2011. I am sure that under their ableleadership and guidance our profession will attainnewer heights.Our esteemed and beloved profession has achieveda remarkable position in the corporate world andour members are now been recognised asGovernance Professional and this is possible onlydue to the hard work of our predecessors, theirvision, dedication and affection for the profession.It has been continuous endeavor of the NIRC toprovide best possible services and facilities to itsStudents, Members and other stakeholders. I takethis opportunity to briefly highlight some of themajor activities / developments that have takenplace during the month:Professional Development Programs forMembersOn 15th January, 2011 NIRC has organized aSeminar on "Fraud, Risk & Governance:Professionals' Responsibility & Liability" at PHDHouse, New Delhi. I wish to place on record my

From the Chairman

heartfelt thanks to the keynote speakers and otherguest speakers for sharing their rich knowledgewith the participants of the seminar. At the end ofthe seminar an Award Ceremony for ResearchPaper Competition - 2010 was conducted. TheCertificates and cash awards were distributed tothe winners and certificate of participation weredistributed to all the participants.On 21st January, 2011, NIRC has organized aStudy Circle Meeting on the topic "Corporate DebtRestructuring: Financial Revival" at YMCAConference Hall, New Delhi. I wish to place onrecord my heartfelt thanks to Mr. Vinay Kumar,the speaker of the Study Circle Meeting.Talk on Role of CS in High Growth andInteraction with newly elected President andVice PresidentOn 2nd February, 2011, NIRC has organized aTalk on "Role of CS in High Growth" and anInteraction program with newly elected Presidentand Vice President of the Institute at ScopeConvention Centre, Lodi Road, New Delhi. Dr.Mrityunjay Athreya, Management Consultant wasthe guest speaker for the talk. On the occasion Mr.Anil Murarka President, ICSI addressed thegathering and briefed out his agenda for the year.Mr. Nesar Ahmad, Vice President, Mr. N K Jain,Secretary & CEO of the Institute, Central Councilmembers from our region Mr. Harish K Vaid, Mr.Sanjay Grover also addressed the gathering.Members present gave very constructivesuggestions to the new team.Programs /Training Programs for StudentsThe NIRC on 14th January, 2011 conducted thevaledictory function of 148th Management SkillsOrientation Programme and on 24th January, 2011the Inauguration function of 149th ManagementSkills Orientation Programme was organized. Mr.Narrottam Kaushal, Chief Legal Advisor, DDA andMr. Devinder Kumar, Executive Director, SteelAuthority of India were respectively the ChiefGuests for the programs. I wish to express mygratitude to both the Chief Guests for sharing theirwords of wisdom with our young and buddingmembers of the Institute.


Programs in OffingOn 12th & 13th February, 2011 NIRC is organizingTwo Day Participative Workshop for the memberson the topic "Compliance Management underLabour & Industrial Laws" & on 21st February,2011 NIRC is organizing a Study Circle meetingon the topic "Regulatory Framework for CoreInvestment Companies" at the NIRC Auditorium.On 26th February, 2011 NIRC is organizing oneday seminar on the topic "Corporate Restructuring& Law of Insolvency" at Hotel Intercontinental,Nehru Place. The details of all the programs arepublished elsewhere in the Newsletter for yourreference. I request all of you to attend all theProfessional Development Programs in largenumbers and make them more and moreinteractive with your queries, views andsuggestions.Constitution of Functional CommitteesI am happy to share that NIRC has constituted itsvarious functional committees for the year 2011.The names of the committees and their respectiveChairmen are published separately in theNewsletter. I hereby appeal to the members, whoare interested to volunteer their services to theInstitute and profession to give their names forthese committees. I am sure your support andinvolvement will lead us to successfulimplementation of all professional and academicactivities of NIRC.Brief Agenda of NIRC for the Year 2011Friends, I wish to briefly touch upon the agendaof NIRC for the year 2011. Our focus would be toachieve targets fixed by the ICSI for StudentsRegistration, Career Awareness Programs, TrainingPrograms for Students, Setting up of new PublicPrivate Partnership Centers, Professional andAcademic Development Programs for studentsand members.Apart from achieving the targets, we arecommitted to strengthen the Oral Tution Classes,OT facilities, open a New Oral Tution Centre anda new / additional Library/Collaborative Centre inDelhi, improve the infrastructure of NIRC and itsChapters, organize Campus Placement /Career

Yours sincerely,

(CS RANJEET PANDEY)[email protected]

5th February,2011 Mobile : 9810558049

fairs for members and students, strengthen theCorporate Membership Scheme of NIRC,continue to hold the Research paper Competitionand any other specific agenda as may be suggestedby the members and students.I had the privilege to attend , as Chairman NIRC,two days meet on 3rd & 4th of February, 2011 ofall Chairmen of Regional Councils, A1 and A GradeChapters of the Institute with President & VicePresident of the Institute. All the issues/suggestionswere taken up in the meeting and were very wellacknowledged by the Institute. I must say thatdeliberations held during the two days meet werevery fruitful, constructive and have set a path towork more aggressively during the year ahead.In continuation of the same NIRC is alsoorganizing a Meeting of Regional Councilmembers of NIRC-ICSI with its Chapters'Chairmen on 19th and 20th February, 2011.Your wholehearted support, cooperation andinvolvement in various activities of the NIRC issine qua non. The point I really wish to emphasizeis that we all have to come forward and collectivelyjoin hands to contribute to the activities of NIRCas well as Institute as a whole.I am confident that with the co-operation of myvisionary Council Colleagues, support of NIRO &the Institute, guidance of the Past Presidents, PastChairmen, Past Council members and the Seniormembers, we will be able to fulfill the wishes ofthe members' fraternity and take our NIRC andesteemed Institute to greater heights.I, on behalf of NIRC sincerely request you to sendyour suggestions and feedback from time to timeon the activities of NIRC. I assure you, that we atNIRC would give importance to all yoursuggestions and consider them for implementationin the right perspective.With best regards,

From the Chairman


Functional Committees

FUNCTIONAL COMMITTEES

As the Members are aware the NIRC performs its various activities through Functional Committees constituted every year.We are in the process of forming the following Committees for the year 2011 and request the members to volunteer theirnames, indicating their preference, for the Committee through which they wish to serve the profession. Members arerequested to forward their names and other details i.e. ACS/FCS No.; Mailing Address; Phone Numbers; E-mail address, etc.to NIRC on email id [email protected] by 28th February, 2011:Following have been nominated as Chairmen of respective Functional Committees :

S No. Committee Chairman of the Committee E-mail address

1. Benevolent Fund Committee Shri K.K. Singh [email protected]

2. Career Awareness Committee Shri J.K. Bareja [email protected]

3. Chapters Development Committee Shri Dhananjay Shukla [email protected]

4. Female Company Secretaries Committee Ms. Ashu Gupta [email protected]

5. IT Committee Shri Rajiv Bajaj [email protected]

6. MSOP Committee Shri Vineet K. Chaudhary [email protected]

7. NIRC Newsletter Editorial Board Chief Editor—Shri Ranjeet Pandey [email protected]—Shri Vineet K. Chaudhary [email protected]

8. Oral Tuition Committee Shri Deepak Kukreja [email protected]

9. Practising Company Secretaries Committee Shri Manish Gupta [email protected]

10. Professional Development & Programmes Shri B.K. Sharma [email protected] Committee

11. Public Relations & Fund Raising Committee Shri Shyam Agrawal [email protected]

12. Research & Publication Committee Shri M.G. Jindal [email protected]

13. Students Facilities & Library Committee Shri Avtar Singh [email protected]

14. Study Circle Committee Shri NPS Chawla [email protected]

cordially invites members atStudy Circle Meeting

onRegulatory Framework for Core Investment Companies

onMonday, the 21st February, 2011 at 6.00 PM

at

ICSI-NIRC Building Auditorium, 4, Prasad Nagar Institutional Area, New Delhi

PROGRAM CREDIT

HOUR :

1


Introduction

The fast paced and intensively competitive markets ofpresent day have unrelentingly implored businessenterprises to forge strategic alliances to meet variouschallenges in a timely manner. A joint venture is anexcellent way to achieve this goal provided the allianceis founded on a well crafted formal agreement coveringvarious facets of the association. An agreement thatleaves too much to interpretation is likely to causeconfusion, miscommunication and eventual litigation. Theobjective if this write up is to delineate the salient aspectsthat need careful consideration while drafting a jointventure agreement as well as the related articles ofassociation. The topical significance of joint ventures liesin the fact for various reasons that they account for about20 percent of the average corporate revenues. The rateof return on investment in joint ventures has beenestimated to be 17 percent i.e. is a rate which is fiftypercent higher than the returns on some other assets.Two of the crucial issues impinging on the success of ajoint venture are the selection of a partner and draftingof the joint venture agreement. Identity of minds, longterm commitment to the industry, country and the ventureas well as the experience; financial strength and capacityto add value are some of the considerations affectingthe selection of a partner in a joint venture. Once thedecision to form the alliance has been taken, the partiesneed to arrive at a consensus on key issues and thendocument the key aspects of the relationship in the formof a joint venture agreement.

Salient aspects of a Joint Venture:

A Joint Venture is a strategic short term or long termcommercial association between two or more parties to

jointly endeavour to realize a commercial objective suchas the undertaking of a R&D project; profiting fromexisting state of knowledge(1); engaging inmanufacturing(2); distribution, marketing(3), or financeincluding spin off of business segments. Joint venturesenable the parties to increase business potential in a waywhich may otherwise be hard to attain. This type ofrelationship is different from other forms of associationlike partnership, joint stock company or sub-contractingin two respects. Firstly, a joint venture is principallytemporary in its nature in terms of its duration andsecondly it provides for a defined liability sharing betweenthe partners. Thus, a joint venture is a contract for aspecific limited business purpose and period.

Joint ventures often tend to devote more time to screeningof potential partners in financial terms than in managingrelationships. The prospective allies need to rememberthat a joint venture is akin to a marriage. It needs to befounded upon trust, integrity and flexibility, if it is to lastfor long. The scope of collaboration is built up andstrengthened through:

• Commonality of strategic vision,• Establishment of a smoother communication

process, and• Making of complementary business contributions

by the parties involved

In a way, a joint venture represents a kind of investmentin buying the right to expand through mutual enterprise.At a given point of time, the business units may be facedwith two alternatives options i.e. the option to wait orthe option to expand. Joint venture is an instrument aidingbusiness expansion. Negotiations shall precede theformalization of alliance. The parties must attempt tounearth the inadequacies and weaknesses of each other.The formalization of the alliance must be inked in blackand white specifying the basic business policies underwhich the venture shall be operated.

*The author is a former faculty of MDI, Gurgaon and iscurrently working as an Associate Professor at Collegeof Vocational studies, University of Delhi, and an AdjunctFaculty at Indian Institute of Management, Lucknow

Article

JOINT VENTURE AGREEMENT AND AOA SUBSEQUENTLY:AN ART OF DRAFTING**

Dr C. L. BANSAL*

** This Arcticle is an award winning Article in the Research Paper Competition, 2010 organized by NIRC


Factors favouring JV formation

A joint venture is a component of a business firm’s globalstrategy acting as a source of competitive advantage.Investing in a joint venture allows the firms to create agreater economic value than could be possible byadopting a go alone strategy. The announcement of jointventure has been seen to lead to large gains in value ofpartnering firm than do technology exchanges ormarketing or supply agreements(4). The factors thatfavour the formation of a joint venture may include:

• Convergence of strategic goals of the partnerswhile there is a divergence of competitive goals.

• Smallness of partners’ size market power orresources as compared to industry leaders.

• Mutual learning while limiting access toproprietary skills.

A joint venture may be structured either as a partnershipor a corporation.

Types of Joint Ventures:

A joint venture may be any of the following types:

(1) Two partners (individuals or companies):

Either one or both of the partners may be residents. Theymay incorporate a company in India. The business ofone of the parties may be transferred to the incorporatedcompany which may allot shares in consideration fortransfer of business. The other party may subscribe tothe shares of the company in cash.

(2) As an incorporated company:

Both the parties in the joint venture may incorporate acompany to whose shares they may subscribe in anagreed proportion.

(3) Collaboration:

The promoter shareholder of an existing company in Indiaand a third party (resident or non-resident) maycollaborate to jointly carry out the business. The thirdparty may take up the shares of the existing company bypayment in cash.

Forms of Joint ventures:

According to International Trade Center of UNCTAD/GATT, the JVs may be of the following types:

1. Equity JVs involving formation of a new companyin which each owns a certain portion of the equity oralternatively, there may be equity participation in anexisting company.

2. Contractual JVs without equity participationwherein the rights and obligations of parties are governedby a contract which may take any of the following forms:

(a) Licensing Agreement involving grant ofaccess to technology or know how formanufacture or marketing for a royalty or a lumpsum.

(b) Manufacturing contract i.e. an agreement tomanufacture a product as per specification of aparty which will sell them under its own name

(c) International subcontracting in the form ofoutsourcing. Other forms of contractualarrangement may include turnkey contracts;production sharing contracts is in petroleumsector, management contracts, franchising,financial leasing etc.

3. Market oriented Joint ventures with focus onmarketing. They may be of a large variety such as buyback arrangement, long term production contract, salesagreement, formation of consortia, counter purchaseagreement, and product exchange (supply of finishedproduct in exchange of supply of components).

Joint Venture Agreement

A joint venture agreement is a legal agreement detailingthe various aspects of a joint venture. As alreadyindicated, a joint venture us a partnership that is generallycreated to carry out a specific business project. Usuallya joint venture is undertaken for a limited period of time.It involves the sharing of risks, rewards, capital, humanresources and technology. The joint venture mechanismis commonly used to enter into a foreign market incollaboration with a domestic enterprise. Generally, theforeign company can contribute new technology whereasthe domestic company can contribute establishedrelationships, obtain required government approvals andshare the experience of dealing with local markets.

A joint venture agreement is, however not without itspitfalls. The companies involved in the joint venture may

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differ in terms of philosophies, expectations, andobjectives. This may result in a kind of imbalance. Thecorporate styles and culture may conflict. The partiesmay fail to provide adequate support or compensationfor management teams or superior leadership.

Once the partners have been identified and selected, amemorandum of understanding (MOU) is signedhighlighting the basis of future joint venture agreement.Based on the MOU, the parties must enter into a jointventure agreement (JVA) in writing. The JVA shouldgenerally spell out the structure, objectives, financialcontributions, intellectual property, management andcontrol, profit sharing, dispute resolution, choice of lawand mode of termination.

Drafting of a Joint Venture Agreement:

A well drafted joint venture agreement provides acomprehensive road map of duties and obligations of boththe parties. It minimizes complications in the event of adispute. It is why before finalizing a joint venture; theterms of the agreement must be thoroughly discussedand negotiated to avoid any misunderstanding. Acomprehensive JVA and the eventual cooperativerelationship contributes substantially to the formation oftrust between the venturers(5). Madhok (2006) (6) hassuggested that trust is so crucial for the success of ajoint venture that each party must know how to establishand maintain it. Careful drafting of the Joint VentureAgreement helps the parties in defining important aspectsof their relationship besides explicitly spelling out the waysin which the parties may exit their relationship ortransform it for achieving better functionality.

The Joint Venture Agreement (JVA) is one of the mostimportant documents in a joint venture. It provides forthe method of formation of the joint venture and the rightsand obligations for conducting the venture. The termsincluded in a joint venture agreement are significant forgovernance decisions since any type of ex post factochange are not only difficult to make but could also proveto be traumatic. The parties to the joint venture mayhave a number of issues at the time of negotiation includingequity participation and sharing of managementresponsibilities. The prospective venturers need to keepin mind an important research finding by Beamish(7) thatshared control is preferable to dominant control. This

aspect should be given appropriate attention while draftingthe joint venture agreement. Moreover, a joint venturebeing an exercise between the parties involved it is notbinding on the company unless it is included in the Articlesof Association(8).

A formal and comprehensively drafted JVA gives thepartners a feeling of security in their business relationship.The agreement acts as a legally enforceable frameworkwhich prevents any of the partners from walking out ona sudden whim.

Drafting Issues:

The following are the key drafting issues in a joint ventureagreement although each joint venture is unique in itself.Inclusion of these clauses helps diminish post investmenttransaction costs.

1. Scope and Purpose of Joint Venture:

• Activity which the joint venture expressly intendsto do, duration and geographical coverage.

• Corporate Opportunity issue (i.e. conflict witheach party’s non-joint venture business)

• Scope of non-compete covenant• Transfer of intellectual property• Other inter-corporate arrangement required for

the joint venture to operate• Due diligence

2. Business of Joint Venture: Scope, Distribution ofprofit, financing including debt financing

3. Form of Joint Venture:

• Jointly owned corporation• Partnership-general or limited• Contractual non-equity

4. Degree of participation in terms of equity(9) andmanagement role of each of the parties.

5. Implications of joint venture on existing operationsand Reporting requirements.

• Accounting treatment of investment in jointventure and its implications for financialstatements.

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• Third party approvals for implementation ofongoing operations of joint venture

• Need for restructuring of existing operations.

6. Terms of Governance:

• Choice of directors• Voting Rights• Authority to retain and remove management

including the CEO• Chairman, right to veto• Qualifications for board appointment• Board meetings, notice, quorum, convening

authority• Management, Directors and Officer’s liability

Insurance.

7. Business Plan and Budgets

8. Non-Compete and non-solicitation:

It shall determine the boundaries between partners’ ownbusiness and the activities of joint venture.

9. Breaches- material and non-material

10. Remedies for material default such as loss ofmanagement representation, dilution, imposition ofmandatory call.

11. Share Transfer Restrictions

12. Dividend Policies

13. Research and Development

14. Confidentiality

15. Exit provisions:

The clauses in exit provisions reduce post investmenttransaction costs and at the same time provide incentivesto perform well. Inclusion of clear cut exit clauses of thefollowing kind protects the assets of joint venture,minimizes disruptions and dispenses with the need to enterre-negotiations.

• Call option authorizing a partner to buy other’sstake.

• Put option entitles a partner to sell his stake tothe other at a pre-determined exercise price (as

per a formula or expert valuation or RussianRoulette (also called shot gun provision) whereina partner may name a price at which the otherpartner may buy or sell his stake.

• Drag along right in which a partner may sellhis stake to an outside party compelling the otherpartner too to sell.

• Tag along right provides that where a partnerhas got an offer to sell his stake to an outsider,the other partner may require the outsider toacquire his share at the same price and terms.

• Demand right is the right to go in for a publicissue once a pre-specified level of profit isachieved.

• Catch up clause deny the parties holding a calloption the ability to profit from exercise of thecall option prior to a trade sale. The selling partnercan claim a part of the pay off subsequentlyraised by the first holder.

• Initial public offer clause denies a partner theability to increase its share of pay off bythreatening the sale of its stake to an outsider byexcluding the other partner. The seller of stakehas to give prior notice to the other partner toenable him to exercise pre-emption rights.

• Coin toss provision whereunder either partymakes an offer to purchase the other’s interestat a price determined by an independent valuer.

16. Termination of Joint Venture:

Usually a joint venture agreement contains restrictionson transfer of equity interest. However, problems mayraise when a third party acquires the equity holdings ofone of the venturers leaving the remaining party in thecompany of an utter stranger. This could fundamentallychange the dynamics of the joint venture particularlywhere the incoming stranger is a potential competitor.To ward of such possibility, the agreement may include aprovision for termination of the venture in the event ofchange of control. Alternatively, the agreement mayprovide for the purchase of interest of the selling partyby the existing partner. Whatever, the exit strategy, itshould balance a number of competing factors including:

• Long term security for the investors, customersand business of the venture

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• Protection from unwanted investor• Maximization of value• Liquidity for the investors• Ability to realize value from the venture.

17. Consent Rights:

This clause provides for mutual consent of both theparties with respect to certain crucial matters such aschange in the scope of business, sale of assets, creationof charge, delegation of authority, admission of a partner,etc. The consent rights may remain in force till a specifiedtime, or until the dissolution of joint venture, or thereduction in holding of either or both parties below athreshold limit.

18. Other Issues:

• Treatment of JV debt• Pricing/valuation➢ At fixed price➢ Fair market➢ Discount to fair market value➢ Formula price• Force majeure• Governing law• Assignment of interest

19. Dispute Resolution mechanism: It may include

• Reference to superiors• Mediation, Conciliation and Arbitration• Litigation

Conclusion:

Empirical evidence suggests that the rate of failure ofjoint ventures and strategic alliances is about 70 percent.There is strong likelihood of the parties disagreeing onthe direction, purpose or division of assets involved inthe joint venture. It makes imperative for the partiesinvolved in a joint venture to carefully ponder over theissues that may lead to disagreement. These issues shouldbe addressed in the formal drafting of an underlying jointventure agreement. To increase the possibility of successof the joint venture, the governing agreement must

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carefully balance the flexibility required to allow therelationship to evolve and achieve the desired corporateobjectives.

REFERENCES

1. Inkpen, A.C and Crosson, M. M (1995). Believing isseeing. Joint Ventures and Organization Learning.Journal of Management Studies 32(5), 595-618. Theauthors have postulated that access to local knowledgeimproves the performance of a joint venture.2. Luo, Y.D (1997). Partner selection and venturingsuccess - the case of joint venture with firms in thePeople’s Republic of China. Organization Science 8(6)648-662.3. Anand, J., and Delios, A (1997). Location specificityand the transferability of downstream assts to foreignsubsidiaries. Journal of International BusinessStudies 28(3), 579-6034. Koh, J., & Venkatratnam, N (1991). Joint Ventureformation and stock market reaction: An assessment inthe information technology sector. Academy ofManagement Journal 34(4), 869-892.5. Luo, Y.D (1902). Contract, cooperation andperformance in international joint ventures. StrategicManagement Journal 23(10) 903-919.6. Madhok, A (2006). Revisiting multinational firms’tolerance for joint ventures: A trust based approach.Journal of International Business Studies 32, 41-58.7. Beamish, P. W (1985). The characteristics of jointventures in developed and developing countries.Columbia Journal of World Business 20, 13-19. Alsorefer to Beamish, P. W., & Choi, C. B (2004). SplitManagement Control & IJV performance, Journal ofInternational Business Studies 35 (3), 201-2158. V.B. Rangaraj v. V.B Gopalkrishnan and others 73Comp. (cas. 2001 SC 1992)9. The actual holding of equity depends on the context.For instance, in Hungarian SMEs, the imbalance inownership stakes has been noticed to reduce the likelihoodof survival of a joint venture. Refer to, Steensma, H.K.and Lyles, M. A (2000). Explaining IJV survival in atransitional economy through social exchange andknowledge based perspectives. Strategic ManagementJournal 21 (8), 831-851


Compliance Checklist

COMPLIANCE CHECKLIST FROM 10TH FEBRUARY,2011 TO 10TH MARCH, 2011

Sr. Activities Sections/Rules/ Acts/Regulations, Compliance To whom to No. Clauses, etc. etc. Due Date be submitted

1. Submission of CENVAT Return Rule 9(7) CENVAT Credit 10th February Excise AuthoritiesRules, 2004

2. Submit Limited Review Report for Clause 41 Listing Agreement 14th February Stock Exchangesthe quarter ended 31st December, 2010 (45 days

from the endof the quarter)

3. Monthly payment of Provident (a) Paragraph 38 (a) Employees 15th February Provident FundFund dues of Employees Provident Funds and Authorities

Provident Funds Misc. Provisions Act,Scheme, 1952 1952(b) Exempted Scheme (b) Section 418 of the Trustees of Provident

Companies Act, 1956 Fund 4. Submission of Annual Return by Rule 82(2) Contract Labour 15th February Registering Officer

Principal employer (Regulation and Abolition) CentralRules, 1971

5. Payment of ESI contribution Regulation 31 Employees State 21st February ESIC Authoritiesfor the previous month Insurance Act, 1948 & (Since 20th

Employees State February isInsurance (Gen) Sunday)Regulations, 1950

6. Monthly return of Provident Fund Paragraph 38 of Employees Provident 25th February Provident Fundfor the previous month Employees Provident Funds and Misc. Commissioner

Funds Scheme, 1952 Provisions Act, 1952

7. Payment of Excise Duty Rule 8 Central Excise 5th March Excise AuthoritiesRules 2002 6th March*

*(in case of Payment through Internet banking) For the month of march due sate for the payment of duty is 31st March

8. TDS from Salaries for Section 192 Income-tax Act, 1961 7th March Income-tax Authoritiesthe previous month

9. Contractor's Bill/ Advertising/ Section 194C to Income-tax Act, 1961 7th March Income Tax AuthoritiesProfessional service Bill- TDS Section 194Jcollected for the month of February

10. Submission of Monthly Return ECB 2 Annexure III (Master FEM Act, 1999 7th March RBI (DESACS)Circular No. 8/2010-11) through Authorized

Dealer11. Submission of CENVAT Return (Feb) Rule 9(7) CENVAT Rules, 2004 10th March Excise Authorities

12. Payment of Advance Tax Section 211 Income-tax Act, 1961 on or before 15th Income-tax AuthoritiesMarch (5thMarch/6th Marchif paid throughelectronic)

13. Pay Service Tax in Challan TR-6 Rule 6 Service Tax Rules, 31st March Service Tax Authoritiescollected for the month of March 1994 (for March)by persons other than individuals,proprietors and partnership firms

Note : Members are requested to check the latest position with the original sources. NIRC of ICSI is, any way not responsible for the result of anyaction taken on the basis of the above compliances published in the Newsletter.


Company Secretaries Benevolent Fund

COMPANY SECRETARIES BENEVOLENT FUNDMembers Enrolled Regionwise As Life Members of The Company Secretaries Benevolent Fund During the Period 22.12.2010to 18.01.2011S.No. Name Membership No. S.No. Name Membership No.1 Mrs. Simrat Ahluwalia Bhaskar ACS - 266882 Mr. Vikas Aggarwal ACS - 189593 Mrs. Ruchi Aggarwal ACS - 194214 Ms. Shradha Garg ACS - 18071

5 Ms Pooja Gandhi ACS - 200926 Mr. Rajesh Kumar Jha FCS - 63907 Mr. Ramesh Kumar FCS - 6393

THE REGISTRATION OF NEWS PAPERSCentral Rules, 1956 Form IV : Rule 8

Statement about ownership and other particularsof ‘NIRC-ICSI Newsletter’.

Form IV1. Place of Publication New Delhi2. Periodicity of its Publication Monthly3. Printer’s Name T.R. Mehta

Whether citizen of India? YesIf foreigner, state the Not applicable.country of origin Executive Officer (N)Address NIRC-ICSI

4 Prasad Nagar Inst. Area,New Delhi - 110 005

4. Publisher’s Name T.R. MehtaWhether citizen of India? YesIf foreigner, state the Not applicablecountry of origin

5. Chief Editor’s Name Ranjeet PandeyWhether citizen of India? YesIf foreigner, state the Not applicablecountry of origin Chairman, NIRC-ICSIAddress 4 Prasad Nagar Inst. Area,

New Delhi - 110 0056. Name and Address Not applicable

of Owner Official Newsletter ofthe NIRC of the ICSI.

I, T.R. Mehta hereby declare that the particulars givenabove are true to the best of my knowledge and belief.

ATTENTION MEMBERS / STUDENTSThe details of NIRC of ICSI Members Programs like Seminar, Conferences, etc. and soft copiesof NIRC-ICSI Newsletters & Students’ programs viz TOP, SIP, ADP, MSOP, Students Activities,and ICSI programs viz Moot Court Competitions, Elocution Competition, Essay writing, CompanyLaw Quiz and Student Conferences are regularly updated in the website of our Institute.

To get updated information, Members & Students are requested to visit our following websiteregularly.

www.icsi.edu/niro


News from NIRC

SEMINAR ON FRAUD RISK & GOVERNANCE:PROFESSIONALS' RESPONSIBILITY & LIABILITY

On 15th January, 2011, NIRC-ICSI organized a seminaron the topic "Fraud Risk & Governance: Professionals'Responsibility & Liability" at PHD House, New Delhi. Mr.Gaganpreet S Puri, Executive Director (Forensic AdvisoryPractice), KPMG India Pvt. Ltd. and Mr. Huzeifa Unwala,National Head, Risk & Advisory Services, BDO ConsultingPvt. Ltd. were the Keynote speakers in the inaugural session.Mr. B K Sharma, Mr. Hitender Mehta, Mr. Ranjeet Pandeywere present on the dais during the inaugural function ofthe seminar. Central Council Members, Regional Councilmembers and 250 participants were present in the seminar.

Inaugural session:

Mr. Hitender Mehta anchored the inaugural session of theseminar. He welcomed and introduced the Keynote Speakersand other dignitaries on the dais.

Mr. B K Sharma, expressed thanks & gratitude to thekeynote speakers and welcomed them. He thanked all theCouncil members for their support & guidance providedto him throughout the year.

Mr. Huzeifa Unwala spoke on "Major root causes for fraud& detection mechanism". He discussed the recent headlineson fraud & corruption and the major root causes for thesame in detail. There may be economic factors and theIndian factors. Economic factors will include poverty,unemployment, recession, inflation and personalcircumstances. He discussed the detailed types of fraudviz. fraud related to third party, financial statement reporting,misappropriation of assets, corruption and abuse of positionand disclosure fraud. He also discussed the COSO studyon Fraudulent Financial Reporting, case studies on fraudinvestigation and the detective mechanisms for the same.

Mr. Gaganpreet S Puri spoke on "Fraud Risk Managementin current environment". He discussed the KPMG's IndiaFraud Survey Report 2010 and mentioned that there is arise in the incidence of fraud and the ineffective controlsystems, diminishing ethical values are the key contributorsfor the same. He mentioned that the financial statementfraud is a major issue in India. He also mentioned that briberyand corruption remain key challenges in conductingseamless business and the employees pose the highest riskof committing fraud. At the end, he discussed the objectivesof anti fraud programs and cost of a fraud.

Mr. Hitender Mehta offered heartiest vote of thanks at theend of the inaugural function.

First Technical Session:

Mr. Deepak Kukreja anchored the first technical session.He welcomed and introduced the guest speakers of thesession.

Mr. J K Teotia, Joint Director, Serious Fraud InvestigationOffice (SFIO), Ministry of Corporate Affairs spoke on"Corporate Frauds: Regulatory Prospective". He informedthat Serious Fraud Investigation Office is a new organizationand it handles the Corporate Frauds involving an amountof Rs. 50 Crores and above. He intimated that the SeriousFraud Investigation Office investigate the cases only throughreferences and not suo motto.

Mr. Pavan Duggal, Senior Advocate spoke on "CyberCrimes". He discussed the important cases of Dr. L Prakash-India's first life timer cyber criminal, Arif Azim , SuhasKatti , Baazee.com, Sanjay Kumar Kedia, Ahmedabad MuthChild Blessing etc. He said that there is no dedicatedlegislation for cyber crime in India but some cyber crimesare covered under the Information Technology Act, 2000.He said that for the last one decade there is a tremendousgrowth of cyber crimes in India. There is a need forcohesive, comprehensive approach in tackling cyber crimesin terms of having a stringent legislation and effectiveenforcement.

Mr. S Koley offered heartiest vote of thanks at the end ofthe first technical session.

Second Technical Session:

Mr. S Koley coordinated the second technical session. Hewelcomed and introduced the speakers of the secondtechnical session.

Mr. Sanjeev Singh, Additional Director, Financial IntelligenceUnit-India, Ministry of Finance spoke on "Anti MoneyLaundering". He said that the money laundering is theprocess by which illegal funds and assets are convertedinto legitimate funds and assets. He discussed the Globalframework for prevention of money laundering viz.Financial Action Task Force, Asia/Pacific group on moneylaundering and Egmont Group. He discussed the legalframework of money laundering viz the provisions of ThePrevention of Money laundering Act, 2002. He alsodiscussed about FIU-IND, types of reports viz. Suspicioustransaction reports, Cash transaction reports, Counterfeitcurrency reports, NPO transaction reports, FATFrecommendations etc.


News from NIRCNews from NIRC

Mr. Manish Lamba, General Counsel, Bharti Reality Ltd.spoke on "Corporate Fraud: Legal and Economicprospective". He initiated his address by mentioning that"Fraus Omnia Vitiate" i.e. fraud vitiates everything. Heexplained the fraud as an intentional deception made forpersonal gain or to damage another person/entity. It can becriminal or civil law violations. He discussed the anti fraudlegislations/Regulations and the types of fraud with the helpof various case studies. He also discussed the rationale fordoing fraud, who is responsible for fraud, how managementencourages fraud, what organisation can do in this respectetc.

Dr. Sanjeev Gemawat, Vice President, DLF CommercialDevelopers spoke on "Cutting edge techniques in fightingcorrupt practices". He said that corruption means any abuseof a position of trust in order to gain an undue advantage.This involves the conduct of both sides: that of the personwho abuses his position of trust as well as that of theperson who seeks to gain an undue advantage by this abuse.

Mr. S Koley offered heartiest vote of thanks at the end ofthe second technical session.

At the end Award Ceremony for Research PaperCompetition - 2010 was conducted. Certificates, Trophyand cash awards were distributed to the winners andparticipation certificates were distributed to all theparticipants by Mr. B K Sharma and Mr. Ranjeet Pandey.

TALK & INTERACTION WITH NEWLY ELECTEDPRESIDENT & VICE PRESIDENT, ICSI

On 2nd February, 2011, NIRC-ICSI organized a talk onthe topic "Role of CS in High Growth" & Interaction withnewly elected President and Vice President, ICSI at ScopeConvention Centre, Lodi Road, New Delhi. Dr. MrityunjayAthreya, Management Consultant was the guest speakerof the talk.

Mr. Deepak Kukreja, Vice Chairman, NIRC-ICSIcoordinated the program. He welcomed & introduced theguest speaker of the program.

Mr. Ranjeet Pandey, Chairman, NIRC-ICSI welcomed thespeaker and other dignitaries present on the occasion.

Dr. Mritunjay Athreya while addressing the gatheringmentioned and discussed about India's growth opportunitiesand high growth challenges. He also discussed about thecompetencies required by the Company Secretaries. Whileexplaining the opportunities he said that huge opportunitiesare available in the home market, world market,

infrastructure and social sector. He said that Strategicplanning, Organisation development, Contemporarysystems, effective execution and inspiring leadership arethe key challenges posed by the high growth. At the end,he said that in order to play effective role in the high growththe Company Secretary should possess the followingcompetencies viz. Secretarial and legal expertise, financialanalysis, administrative flair, IT savvy, Project facilitation etc.

At the end, questions were asked by the delegates whichwere suitably replied by the speaker.

Ms. Ashu Gupta offered heartiest vote of thanks at the endof the talk.

Interaction with newly elected President and VicePresident, ICSI

On the same day an interaction program with newly electedPresident & Vice President, ICSI was also organized.

Mr. Deepak Kukreja, Vice Chairman, NIRC-ICSIcoordinated the program. He welcomed & introduced thePresident & Vice President, ICSI and other dignitariespresent on the dais. He also welcomed Chairman of otherRegional Councils & Chapters present.

Mr. Ranjeet Pandey, Chairman, NIRC-ICSI welcomed thePresident, Vice President, ICSI, Central Council Members,ICSI, Secretary & CEO, ICSI, Past Presidents, ICSI, PastChairmen, NIRC-ICSI and other invitees and guests presenton the occasion. He unfolded his agenda for the year 2011and assured that he would try to fulfill his whole agenda.

Mr. N K Jain, Secretary & CEO of the Institute informedthe Exposure Draft on Vision & Mission 2020 of the Institutewill be placed on the website. He requested the membersto go through the same and send their suggestions to theInstitute. He informed that the Institute is conductingvarious career awareness programs as a result of whichthe student registration has grown up and though it is agood sign, it poses lot many challenges for the profession.He said that the major issue is the training and requestedthe members to provide quality training to the students. Hesaid that the ethics, code of conduct and integrity of ourmembers are also attracting attention of the Regulators. Heinformed that the Institute has come out with a book titled"DNA of Integrity" and suggested the members to read itand follow the same in letter and spirit.

Mr. Sanjay Grover, Council member, ICSI requested themembers to send their suggestion on Exposure Draft ofVision 2020 and to come in large numbers for attending


the Professional Development programs organized by theInstitute.

Mr. Harish Vaid, Council Member, ICSI also addressed thegathering. He gave his best wishes to the new team andassured his support.

Mr. Nesar Ahmad, Vice President, ICSI complimentedNIRC-ICSI for inviting him for the Interaction Program.He thanked all for their encouragement, motivation andwords of wisdom provided to him. He informed themembers about various recognitions/Internationalrecognitions given to our members. He requested themembers to continue to give their constructive suggestionto the Institute. He also informed that our President, ShriAnil Murarka has been appointed as Vice President ofCorporate Secretaries International Association (CSIA).

Dr. G B Rao, Mr. Pavan Kumar Vijay, Past Presidents,ICSI gave their best wishes to President and Vice-President.

Mr. Anil Murarka, President, ICSI said that a lot has happenedin the past and lot has to be done and that is the biggestchallenge. He informed that the Institute will publish thewhole agenda for the year in the Chartered Secretary. Hesuggested the members to do some introspection aboutwhat kind of training is being provided to the prospectivemembers of the profession and said that there is a need tostrengthen the training structure for the students and themembers and suggested to start residential training for fewbatches and depending upon the feedback, the Institutewill implement the same. He said that e-learning facility isavailable for the students and alongwith the hard copy studymaterial CDs of the same are also provided to the studentsto make them IT savvy. He assured that more and morePersonality Development programs for the students,Campus placements, E-MSOP etc. will be conducted. Healso informed that various Capacity Building programs onvarious contemporary issues will be conducted for themembers to prepare them for facing the challenges ahead.

Members gave many suggestions which were very wellacknowledged by the President, Vice President and otherCouncil Members. The President assured the gathering thatthe suggestions would be implemented in letter and spirit.

Ms. Ashu Gupta, Secretary, NIRC-ICSI offered heartiestvote of thanks at the end of the program.

TALK ON CORPORATE DEBT RESTRUCTURING-FINANCIAL REVIVAL

On 21.1.2011, NIRC organized a Talk on Corporate DebtRestructuring - Financial Revival. Mr Vinay Kumar, DGM,

Punjab National Bank was the guest speaker. The meetingwas attended by Mr. Ranjeet Pandey (Chairman, NIRC-ICSI) Ms. Ashu Gupta (Secretary, NIRC-ICSI), Mr. YogeshGupta (Past Chairman, NIRC-ICSI) Mr. Avtar Singh &Mr. NPS Chawla (both Regional Council Members, NIRC-ICSI) apart from more than 100 members.

Mr Yogesh Gupta, Past Chairman, NIRC-ICSI welcomedMr. Ranjeet Pandey, newly elected Chairman and wishedhim good luck in work during the year 2011. He alsointroduced the speaker.

Initiating the meeting, Mr Kumar informed the participantsthat at times, the Corporates may find difficulty in meetingtheir debt obligations. One of the ways of overcomingthese difficulties is through CDR. The CDR mechanism isbeneficial to both the creditor and the borrower. Theapplication for debt restructuring can be made either bythe creditor (bank/financial institution) or the borrower.

The CDR mechanisms is a voluntary forum withmembership comprising of major banks and financialinstitutions. The system is based on Debtor-CreditorAgreement (DCA) and Inter-Creditor Agreement (ICA).The decisions in the forum are taken on the principle ofsupermajority, i.e. the proposal is considered to be approvedon its approval by 75% of creditors (by value) and 60%by number. This makes the agreement for restructuringbinding on the remaining 25% of creditor to fall in line withthe majority decision. Similarly, debtors are required toexecute the DCA, either at the time of reference to CDRCell or at the time of original loan documentation (for futurecases).

The DCA has a legal 'stand still' agreement binding for 90/180 days whereby both the debtor and creditor(s) agree to'stand still' and commit themselves not to take recourse toany legal action during the period. The 'Stand Still' isnecessary for enabling the CDR System to undertake thenecessary debt restructuring exercise without any outsideintervention, judicial or otherwise. However, the 'stand still'is applicable only to any civil action, either by the borroweror any lender against the other party, and does not coverany criminal action.

The CDR Mechanism covers only multiple bankingaccounts, syndication/ consortium accounts, where allbanks and institutions together have an outstandingaggregate exposure of Rs.20 crore and above. It covers allcategories of assets in the books of member-creditorsclassified in terms of RBI's prudential asset classificationstandards.

News from NIRC


The cases filed in Debt Recovery Tribunals/Bureau ofIndustrial and Financial Reconstruction/and other suit-filedcases are eligible for restructuring under CDR. Referenceto CDR Mechanism may be triggered by:

• Any or more of the creditors having minimum 20%share in either working capital or term finance, or

• By the concerned corporate borrower, if supportedby a bank/FI having minimum 20% share asabove.

The requests of any corporate indulging (or having indulged)in willful default, fraud or misfeasance, even with a singlebank, can not be considered for restructuring under CDRSystem. However, the Core Group of the CDR, afterreviewing the reasons for classification of the borrower asfraudulent or wilful defaulter, may consider admission ofexceptional cases for restructuring after satisfying itselfthat the borrower would be in a position to rectify thefraud or wilful default if he is given an opportunity underCDR mechanism. Besides, the borrower needs toundertake that during the 'stand still' period the documentswill stand extended for the purpose of limitation and thathe would not approach any other authority for any reliefand the directors of the company will not resign from theBoard of Directors during the 'stand still' period.

The detailed guidelines for CDR were issued by Reservebank of India in August 2001 for implementation by financialinstitutions and banks.

Some of the participants informed that they were presentingcases of their clients before the CDR forum. CompanySecretaries in practice have great potential in advising theirclients about the benefits of CDR and drafting plans forviable restructuring of businesses.

Various queries were raised by the members which weresuitably replied by the speaker.

In the end, Mr. Yogesh Gupta proposed hearty vote ofthanks.

INVESTOR AWARENESS PROGRAM ON "RECENTDEVELOPMENTS IN CAPITAL MARKET"

On 25.1.2011, NIRC of ICSI in association with RamanujanCollege, University of Delhi organized Investor AwarenessProgram sponsored by Investor Education & ProtectionFund, Ministry of Corporate Affairs, Government of Indiaon the theme "Recent Developments in Capital Market" for

Teachers & students at Ramanujan College, Universityof Delhi, Kalkaji, Delhi.

Mr. B.K. Sharma, Past Chairman, NIRC-ICSI & GeneralManager, Delhi Stock Exchange and Mr. J.K.Bareja, FCSwere the speakers of the program. Dr. SP Aggarwal,Principal of the College, Mr. T.R. Mehta, Executive Officer,NIRC-ICSI and faculty members of the CommerceDepartment were present apart from about 200 students.

Dr. SP Aggarwal welcomed the guest speakers and thankedthe NIRC for organizing program in the college. He alsohighlighted the importance of knowing the recentdevelopments in capital market.

Mr. B.K. Sharma, Past Chairman, NIRC-ICSI & GeneralManager, Delhi Stock Exchange spoke on RecentDevelopments in Capital Market.

Mr. J.K. Bareja, FCS & Chairman, Career AwarenessCommittee of NIRC-ICSI spoke on Mutual Funds. Mr.J.K. Bareja also spoke on Career in Profession of CompanySecretaries.

In the end there was a question answer session with thespeakers by the teachers and students.

VALEDICTORY FUNCTION OF 148THMANAGEMENT SKILLS ORIENTATIONPROGRAMME (MSOP)

On 14th January, 2011 the valedictory function of 148thMSOP was organized at NIRC-ICSI Building, New Delhi.

Mr. Narrotam Kaushal, Chief Legal Advisor, DelhiDevelopment Authority was the Chief Guest and Mr.Mohinder Bajaj, Vice President & Company Secretary, AnsalHousing & Construction Ltd. was the Guest of Honour onthe occasion. Mr. Anil Sharma, Deputy Legal Advisor, DelhiDevelopment Authority, Mr. P K Mittal, Mr. Deepak Kukreja,Mr. T R Mehta , and Ms. Alka Arora were also present onthe occasion.

Mr. Deepak Kukreja initiated the program. He welcomedand introduced the dignitaries present on the dais. Hecongratulated the participants for their successfulcompletion of the training program. He briefed the ChiefGuest about the MSOP and welcomed all the buddingmembers into the profession.

Mr. P K Mittal gave the valuable tips to the budding membersof the profession. He asked the participants about their

News from NIRC


vision for the post of Company Secretary in anyorganization.

Mr. Mohinder Bajaj congratulated the participants. Hesuggested them to go beyond compliances and also feelassociated with the organization whereever they will beworking. He also suggested them to read the law withenormous efforts along with the judgments and explainedthem how they can be successful in the profession.

Mr. Narrotam Kaushal congratulated the participants fortheir successful completion of the training program. Hementioned that the valedictory function is not the end butit’s a new beginning for all the participants and they haveto implement what they have learnt till date. He asked fromthem about their vision from ten years now. He suggestedthem to work hard with sincerity, commitment, integrity,dedication and full zeal. He guided them to follow the 5C’smantra i.e. identification of core interest area, competence,commitment, consistency and concentration. At the end,he offered his best wishes to the participants.

Completion certificates and medals were issued to theeligible participants.

Mr. T R Mehta offered heartiest vote of thanks at the endof the function.

INAUGURATION FUNCTION OF 149THMANAGEMENT SKILLS ORIENTATION PROGRAM

On 24th January, 2011 Inauguration function of 149thMSOP was organized at NIRC-ICSI Building, New Delhi.

Shri Devinder Kumar, Executive Director (Finance) &Company Secretary, Steel Authority of India was the ChiefGuest on the occasion.

Shri Ranjeet Pandey, Chairman, NIRC-ICSI, Shri DeepakKukreja, Vice Chairman, NIRC-ICSI, Ms. Ashu Gupta,Secretary, NIRC-ICSI, Shri Vineet Chaudhary, ShriManish Gupta, Shri NPS Chawla, Regional CouncilMembers, NIRC-ICSI, Shri S Kumar, PDTML, ICSI, ShriT R Mehta, EO(N) and Ms. Alka Arora, Ed.O(N) werepresent on the occasion.

Ms. Ashu Gupta initiated the proceedings of the program.She welcomed and introduced the Chief Guest & otherdignitaries on the dais. She congratulated the participantsfor passing their final examinations.

News from NIRC

The program was inaugurated by the Chief Guest by lightingthe lamp.

Shri Ranjeet Pandey mentioned that MSOP is the last leg oftraining and it is the platform provided by the Institute toprepare the students for facing the challenges posed by thecorporate sector. He touched upon the topics of the programschedule and explained the relevance of each of the topiccovered. He discussed the importance of the position ofthe Company Secretary in any organization. He offeredbest wishes to the participants for their bright career.

Shri S Kumar congratulated the participants for passingtheir final examinations. He suggested the participants thatfor sustenance in the corporate world it is essential to beupdated every moment and also suggested the various waysof updation. He mentioned that Company Secretary is thespokesperson of the Company and plays different rolesviz. Advisor, Compliance Officer etc. and for successfullyperforming the duties he or she must possess the varioussoft skills. He briefed about the Corporate membershipscheme of the NIRC-ICSI and suggested to attend theprograms. He stressed upon the networking of theparticipants. He informed the Chief Guest about theresidential MSOPs conducted by the CCGRT and also theconcept of E-MSOP proposed by the Institute. At the end,he offered his best wishes to the participants.

Mr. Devinder Kumar while addressing the participantsshared his rich experiences with the participants. He guidedthe participants and gave lot of practical tips for conductingBoard Meetings, Annual General Meeting, drafting ofminutes of the meetings, some of the important provisionsof the Companies Act, 1956 etc.

Mr. Deepak Kukreja, Vice Chairman, NIRC offered heartyvote of thanks at the end of the function.

STUDENT INDUCTION PROGRAMS

NIRC of the ICSI organized its 9th & 10th StudentInduction Program (SIP) for students from 17th Januaryto 23rd January, 2011 & 31st January to 7th February 2011.During the 7 days’ program students attended sessions onvarious topics related with professional development,course contents, employment opportunities, soft skills, etc.Certificates were distributed to the successful participantsat the end of the programs.


News from NIRC

RESEARCH PAPER COMPETITITONResearch Paper Competition was organized by Research & Publication Committee of NIRC-ICSI in the year 2010. In all 18articles (8 in Group I, 2 in Group-II, 8 in Group –III) were received from following members in the Research Paper Competition

S.No Name of Member Mem. No Group Topic1 Mr. Aniket Kulshreshta ACS-23041 I Alteration in Capital Clause.2 Mr. Rajat Arora ACS-23101 I Allotment of Shares on preferential basis.3 Mr. Sanyam Goel ACS-20075 I Incorporation of Company4 Ms. Nidhi Sharma ACS-24152 I Incorporation of Company5 Ms. Anchal Mittal ACS-21446 I Alteration in Capital Clause.6 Mr. Kunj Bihari ACS-24233 I Appointment of Directors in Companies.7 Ms. Preeti Hanspal ACS-25894 I Issuance of Compliance Certificate.8 Ms. Rakshanda Niyazi ACS-23736 I Allotment of Shares on preferential basis9 Mr. Pawan Kumar ACS-18398 II Compounding of Offences from CLB.10 Mr. Raghvendra Kumar Verma ACS-19376 II Mergers of two or more Companies11 Mr. Bhagwan Jagwani FCS-6173 III FDI policy of India – practice and procedure.12 Mr. Chand Mal Bindal FCS-103 III Life beyond Section 383A.13 Ms. Anuradha Gupta FCS-5007 III FDI policy of India – practice and procedure.14 Dr. Girish Goyal ACS-11442 III FDI policy of India – practice and procedure.15 Ms. Shikha Talreja ACS-15752 III Joint Venture Agreement and AOA

subsequently – An art of Drafting.16 Dr. C.L. Bansal FCS-4245 III Joint Venture Agreement and AOA

subsequently – An art of Drafting.17 Mr. Naresh Kumar FCS-1458 III Joint Venture Agreement and AOA

subsequently – An art of Drafting.18 Dr. PT Giridharan ACS-6252 III Life beyond Section 383A.

The articles were evaluated by three judges, Mr J.K Bareja, FCS, Mr R N Kar, FCS and Mr B.S Bhargava, FCSon the following parameters:

Maximum Marks Contents Richness 50 Presentation style 50 Understanding & Sharing of Experience 50 Language & grammatical proficiency. 50

The minimum qualifying marks for award in each group was fixed as under:80% and above – First Prize70% and above – Second Prize60% and above – Third Prize

The award ceremony for the same was held on 15th January, 2011 at PHD House Auditorium, New Delhi.The following members were awarded the prizes and all the members were given certificate of participation:

• GROUP II: – Third Prize • Citation + Trophy + Cheque – Rs. 5,000/-Mr. Pawan Kumar, ACS-18398

• GROUP III: – Second Prize • Citation + Trophy + Cheque – Rs. 15,000/-Dr. C.L. Bansal, FCS-4245

• GROUP III: – Third Prize • Citation + Trophy + Cheque – Rs. 10,000/-Ms. Shikha Talreja, ACS-15752


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* Inter Corporate Loans & Investments U/S 372A.* Register U/S 301 * Notice U/S 305 * Other Many Registers

* Company & Forms Summary at a Glance * Details of Shareholders. * Details of Directors. * Details of shareholders * Certificates of Director & Shareholdings. * Details of Registers, Forms and many other report & features * Compliance Certificate

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Career Awareness Programs

CAREER AWARENESS PROGRAMS

CS J K Bareja, CS Nitesh Kumar Sinha, CS Anil Singh, CS Rekha Grover and Mr. T.R.Mehta, EO(N) addressedthe students.

In the above Institutions, the students were apprised about the mode of registration in the course, syllabus, structureof the course and also the avenues available after completion of the Company Secretaryship Course both in employmentand in practice. Pamphlets of Career in Company Secretaryship Course were distributed to the students.

NIRC organised Career Awareness Programs as per details given below:

Date Name & Address of School/College No. of studentsattended

24.1.2011 Career Awareness Program at Guru Harkrishan Public School, Nanak Piao, Delhi 275

25.1.2011 Career Awareness Program at Ramanujan College, University of Delhi, Kalkaji,New Delhi 250

30.1.2011 Career Awareness Program at Hans Raj College, University of Delhi, 100Delhi


NEWS FROM CHAPTERSThe Chapters of NIRC held following programs:

S.No. Chapters Program Date Program, Topic & Speaker

1 Bhilwara 8.1.2011 Seminar on Easy Exit Scheme-2011

Cheif Guest: Shri R L Nolakha,CMD, Nitin Spinners Ltd.

22.1.2011 Seminar on Technical Scrutiny ofROC Returns

Speaker: Shri Rajendra Kumar,Office of ROC, Delhi & Haryana

2 Ghaziabad 16.1.2011 Study Circle Meeting on Easy ExitScheme, 2011

3 Jodhpur 23.1.2011 Investor Awareness Program &Interactive Seminar

26.1.2011 Republic Day Celebration

Present

Office bearers and other Members of theChapter

News from Chapters



DELHI STUDY GROUPSFORTHCOMING MEETINGS

Day, Date & Time Program Program VenueCredit Hours

Saturday WEST Zone Study Group Meeting on ONE CMC Ltd. Community Centre

12.02.2011, 6.00 PM (Topic will be informed through E-mail) C-58, 6th Floor, Behind Janak Cinema

Janak Puri New Delhi

Saturday EAST Zone Study Group Meeting on ONE Mother Teresa Public School

19.02.2011, 6.00 PM Capital Market Updates C-Block, Preet Vihar, Delhi

Sunday NORTH Zone Study Group Meeting on ONE Hero Mind Mine, 3rd Floor,

27.02.2011, 5.00 PM (Topic will be informed through E-mail) Building No. FD-4, (Near

Pitampura Metro Station),

New Delhi

CONGRATULATIONS Mr. G.S. Sarin, FCS on his nomination to the Regional Advisory Committee for the year 2010-11 for CentralExcise Commissionerate, Chandigarh


TWO DAY PARTICIPATIVE CERTIFICATE WORKSHOPon

COMPLIANCE MANAGMENT UNDER LABOUR & INDUSTRIAL LAWSCoverage

Compliance of Labour Laws – An OverviewImplementation of Labour Laws & AuditCompliances under the Factories Act 1948Employees Standing Order Act and Employees’ RelationPractical Aspects of Compliances Relating to ESI, Provident Fund & Contract LabourRole of Cs In Compliance of Labour LawsCompliances Relating to Wage Laws (Payment of Wages Act 1936, Minimum WagesAct 1948, Equal Remuneration Act and Payment of Bonus Act 1965)

onSaturday & Sunday, the 12th & 13th February, 2011

(10.00 AM to 5.00 PM)at

ICSI-NIRC Building, Plot No:4,

Prasad Nagar Institutional Area, New Delhi-110005

Fees : Rs 1200/- per delegate (for all including Corporate Members of NIRC)

Maximum Seats : 50

The Enrolment is on first cum first serve basis . Members are requested to enroll well in advance with

Executive Officer, NIRC of ICSI, Phones : 25816593 .

Email : [email protected]; [email protected]

Credit Hours : 08(Eight)

Forthcoming Programs

ATTENTION!!NIRC-ICSI is regularly publishing jokes on corporate related matters in its Newsletter under thecolumn "Lighter Side of the Profession".Members who wish to contribute jokes in this regard may send the same to NIRC through e-mailat [email protected]


Forthcoming Programs

Seminaron

“CORPORATE RESTRUCTURING AND INSOLVENCY”Coverage :

••••• Compromise and Arrangement under section 391 to 396••••• Takeover and Buyback••••• Reduction of Capital••••• Law of Insolvency

Day & Date :Saturday, the 26th February, 2011

Time :10 AM onwards (Registration starts at 9.30 AM)

Venue :Hotel Intercontinental Eros, Nehru Place, New Delhi

Fee:Rs.2,000/- per delegate; FREE for Corporate Members of NIRC

Program Credit Hours:Members of the ICSI will be entitled for 4 credit hours.

Registration:In order to make necessary arrangements, Members are requested to enrol wellin advance with Executive Officer, NIRC-ICSI, 4, Prasad Nagar Institutional Area,New Delhi-110 005.The cheque for delegate fee may please be drawn in favour of NIRC of ICSIpayable at New Delhi. Tel.:+91-11-25816593 Fax: 25722662 E-mail:[email protected];

Members may note that credit hours will be given to those memberswho join the program Upto 11.00 AM.

NIRC-ICSI NewsletterNIRC-ICSI NewsletterNorthern India Regional Council of The Institute of Company Secretaries of India

NIRC-ICSI Newsletter 23 February, 2011

NIRC

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Monthly * Volume XXX No.IV*02

Inauguration of 149th MSOP (24.1.2011): Group photograph of participants alongwith Mr. Davinder Kumar , Mr. Ranjeet Pandey (Chairman, NIRC-ICSI), Mr. Deepak Kukreja (Vice-Chairman, NIRC-ICSI), Ms. Ashu Gupta (Secretary, NIRC-ICSI), Mr. S. Kumar (Principal Director-ICSI), Mr. Vineet K. Chaudhary Mr. Manish Gupta, Mr. NPS Chawla (Regional Council Members, NIRC-ICSI), Mr. T.R. Mehta (Executive Officer, NIRC-ICSI) & Ms. Alka Arora (Education Officer, NIRC-ICSI).

(ED, SAIL),

Valedictory Function of 148th MSOP (14.1.2011): Ms. Alka Arora (Educ tion Officer, NIRC-ICSI) addressing. Others sitting from L to R Mr. Deepak Kukreja, Mr. P.K. Mittal (Council Member, ICSI), Mr. Mohinder Bajaj (VP & CS, Ansal Housing and Construction Ltd.), Mr. Na tam Mr. Anil Sharma (Dy. Legal Advisor, DDA) and Mr. T.R. Mehta (Executive Officer, NIRC-ICSI). Best participants/Best Project Report participants standing.

arro Kaushal (Chief Legal Advisor, DDA),

JODHPUR CHAPTER: Investor Awareness Seminar Jointly with BSE (23.1.2011): Sitting from L to R Dr Naresh Sahal (Principal, Shri Onkarmal Somani College of Commerce), Mr. Mukesh Bansal (Chairman, Jodhpur Chapter of NIRC-ICSI), Mr. Malav Chokshi (Gujarat Head, Bombay stock Exchange), Mr. Suresh Rathi (Broker-BSE) and Mr. Mohan Lal Gupta (Public Relations Officer, Government of Rajasthan)

Delhi Postal Regn. No. DL-(C)01/1118/2009-11Licenced to post without Prepayment-U(C)-117/2009-11 at N.D.P.S.O.

R.N. No. 37040/81

Printed & Published by : T.R.Mehta for and on behalf of Northern India Regional Council of the Institute of Company Secretaries of India 4, Prasad Nagar Institutional Area, New Delhi-110 005; E-mail: [email protected]; Phones: 25763090 & 25767190; Fax: 25722662; Printed at : Compudata Services, 42 DSIDC Shed, Scheme-I, Phase-II, Okhla Indl. Complex, New Delhi-20; Published at : NIRC-ICSI, 4, Prasad Nagar Instl. Area, New Delhi; Chief Editor : Ranjeet Pandey; Editor : Vineet K Chaudhary

Posting date 8-9.02.2011

Disclaimer: While every effort has been made and care has been taken in preparation of this Newsletter and to ensure its accuracy at the time of publication, NIRC of ICSI assumes no responsibility for any errors which, despite all precautions, may creep in. It is suggested that the readers should cross check all the facts and the relevant law position before acting on any matter.© The Northern India Regional Council of the Institute of Company Secretaries of India, 2011

Group photograph of Elected Regional Council Members of NIRC-ICSI (19.1.2011): Group photograph of elected Regional Council Members of NIRC-ICSI alongwith Immediate Past Chairman, NIRC-ICSI, Executive Officer of NIRC-ICSI and other officials of NIRC-ICSI.

Talk on Role of CS in High Growth (2.2.2011): Sitting from L to R Mr. Deepak Kukreja (Vice-Chairman, NIRC-ICSI), Mr. Ranjeet Pandey (Chairman, NIRC-ICSI), (Management Consultant) and Ms. Ashu Gupta (Secretary, NIRC-ICSI)

Dr. Mrityunjay Athreya,

Talk on Corporate Debt Restructuring – Financial Revival (21.1.2011): Sitting from L to R Ms. Ashu Gupta (Secretary, NIRC-ICSI), Mr. Yogesh Gupta (Past Chairman, NIRC-ICSI), Mr. Vinay Kumar (DGM, Punjab National Bank), Mr. Ranjeet Pandey (Chairman, NIRC-ICSI) and Mr. Avtar Singh (Regional Council Member, NIRC-ICSI).