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XXIV
Student Company Secretary ISSN 0972-2874
May 2007
5
EDITORIAL CENTRAL COUNCIL ANNUAL SUBSCRIPTION Rs. 50
ADVISORY BOARD MEMBERS SINGLE COPY Rs. 5.00
Chairman President
Edited, printed and published by
S. Balasubramanian Preeti Malhotra(Ms.)
N.K. Jain for the Institute of
Vice-President
Members Company Secretaries of India,
Keyoor Bakshi
(In alphabetical order) 'ICSI House', 22, Institutional
Ajit Yadav Members Area, Lodi Road,
Brahm Avatar Agrawal(Dr.) (In alphabetical order) New Delhi - 110003
Girish Ahuja(Dr.) Ananthasubramanian S N Phone : 24617321-24,
G.P. Agrawal Anil Kumar Murarka 24644431-32, 41504444
G R Bhatia Ashok Chandra Grams : Compsec
Lalit Bhasin Biswa Behari Chatterjee Fax : 91-11-24626727
M S Sahoo Ghanshyam Dass E-mail : info@icsi.edu
Narayanaswamy T V Hanumanta Raju Datla Website : http://www.icsi.edu
Nesar Ahmad Harish Kumar Vaid Printed at Daily Tej Pvt. Ltd.
Pradeep Kumar Mittal Lalit Bhasin 8-B, Bahadurshah Zafar Marg,
Raj Kumar Agarwal (Dr.) Narasimhan B New Delhi
RakeshChandra Nesar Ahmad Phone : 42225134, 42225111
Renu Budhiraja(Ms.) Milind B Kasodekar The Institute is not in anyway
S K Verma(Dr. Mrs.) Pradeep Kumar Mittal responsible for the result of
Sanjay Grover S R Bansal any action taken on the basis
Sanjeev Kumar (Dr.) Sanjay Grover of the advertisements
V K. Agarwal Sridharan R published in this Bulletin.
Sudhir Babu C
Editor & Publisher Vinayak S Khanvalkar
N. K. Jain Y S Malik
Secretary & Chief
Executive Officer
N.K. Jain
HIGHLIGHTS
H I G H L I G H T S
As per Company Secretaries Regulations, 1982 (amended the significance and methodology of training, business
from time-to-time) every student apart from passing the final environment, corporate culture, communication and
examination of the Institute is also required to possess the behavioural aspects. Keeping in view the above factors, the
practical experience and undergo practical training or be Council of the Institute has decided that students requiring to
exempted therefrom before becoming eligible to the Associate undergo training should compulsorily attend five days Training
Membership of the Institute. Students who do not possess Orientation Programme (TOP) before they are sponsored for
practical experience are required to undergo compulsorily 15 training. It has also been decided that henceforth students
months Management/Apprenticeship training. will be sponsored for training in the companies or with company
Most of the students commencing training are not aware of secretaries in practice as per the following schedule.
Dear Students,
Much of our time is spent on communication, whether formal or informal. We are
involved in communication during much of our waking hours, like speaking to people at
home or journey to work or at the work place itself. It is being said that an individuals communication skills are the
means of easily judging that individuals intelligence. This is why people with good communication skills are often
mistaken as more intelligent than they actually are. Therefore, if you wish to progress in your professional career,
good and effective communication skills is the key. It may be pointed out that the technology driven communication
age has resulted in an unprecedented number of daily exchanges through everything from voice mail and e-mail to
cell phones, videoconferencing and corporate intranets. While technology is more sophisticated than ever, people
using these advanced tools of communication must themselves be skilled communicators or the message is lost.
The ability to communicate effectively both verbally and in writing, in a global business context has become a
critical aspect of success for every professional. In fact, what you say and how you say, it can make or break your
image in the workplace. Surveys conducted by corporates have indicated that a persons communication style has
the greatest impact on his/ her professional reputation.
Since a large share of professionals time is devoted to the activity of communication, it is important for them to
hone their communication skills. To be a good communicator, many ways have been suggested by Management
Experts to sharpen the communication skills. Some of these I would like to share with you briefly. They say: Listen
well - Perhaps the most important and the most frequently overlooked communication skill is listening. Paying close
attention to what the other person is saying requires discipline. It takes practice to avoid interrupting others and to
welcome differing perspectives. Clarify your objectives and focus - Know why you are talking with or writing to
someone. What do you want to accomplish with your communication? In the fast-paced business environment,
brevity is always appreciated. Before you dial the phone or write an e-mail, take a moment to organize your thoughts.
Make your questions or statements clear and concise. Brush up on your writing - Choose your words carefully when
e-mailing. If you are requesting action, make sure it is clear of what is needed. Know your audience to whom are you
directing the message. The reason for the call or message, as well as the identity of the recipient, helps determine
the content and style of communication. Be clear and straightforward - If the content is urgent, sensitive or confidential,
a face-to-face meeting should be preferred to a letter, whenever possible.
If you practice these communications tips as suggested by the Management Gurus on a persistent basis, I am
sure this will enable you to enhance your communication skills necessary for a professional to climb a successful
professional career.
Being conscious of your forthcoming June examinations, I am confident that you must be earnestly devoting
adequate time towards you studies. Wishing you all good luck, I advise you to avoid half-hearted or peripheral
approach and adopt a positive, serious but cheerful approach towards the examination. As discussed, improve your
communication skills. The examiners while evaluating your answer sheets have pointed out that many students
knowing the answer could not communicate the same effectively due to lack of good communication skills. Therefore,
it is very important for you to lay emphasis on improving your written communication skills.
Moreover, you have to be in touch with the daily newspapers and various other journals to keep yourselves
Student Company Secretary 3 May 2007
From The President
abreast of the latest legislative developments as well as judicial pronouncements. Chartered Secretary as you all
are aware, is a prestigious journal of the Institute. It is rated as one of the best professional journals containing
information, which is extremely useful, both for professionals as well as the students. You may consider subscribing
Chartered Secretary, which is made available to students at a concessional rate of Rs. 300 for twelve issues.
Developing the habit of regularly reading Chartered Secretary would provide you useful information that would
enhance your knowledge as well as keep you abreast of latest developments that would also help you while preparing
for the examination.
A successful professional like Company Secretary who would aim for excelling the excellence and a continuous
improvement towards perfectionism is the one who will recognize the preciousness and surpassing propriety of the
process of value creation. It is in this perspective, I am pleased to inform you that the Council of the Institute has
decided to organise the 35th National Convention of Company Secretaries on the theme Excellence through
Business Value Addition on September 20-22, 2007 at Jaipur, Rajasthan. The theme of the Convention centres on
the process of creation of value for business for the achievement of the coveted excellence.
I am equally pleased to inform you that the Institute has decided to award Academic Development Programme
(ADP) Certificate to the students attending National Convention. Hence such students would be exempt from
attending compulsory ADP and would be deemed to have complied with the requirement of attending 25 hours of
Academic Development Programmes. The students attending the National Convention have been given concession
in the payment of delegate fee. I advise you to ensure your participation at the Convention as a delegate.
The Placement Cell set up at the Institutes Headquarters, its Regional and Chapter offices is making constant
efforts in helping the members in getting suitable placement. Recently, during meetings with the officials of MCA,
SEBI, NSE, BSE, Chambers of Commerce and Industry, emphasis was laid on participating in the Campus Interviews,
organized by the Institute for recruitment of Company Secretaries. Accordingly, SEBI and NSE participated in a
Campus Interview and selected candidates. During the last three months, the ICSI organized twelve Campus
Interviews, wherein a number of companies participated and recruited/selected/short- listed candidates suiting their
requirements. Further, some banks, public sector enterprises and companies in private sector have also expressed
their willingness to participate in campus interviews. Keeping in view the encouraging response received, the Institute
has undertaken an exercise to upgrade and benchmark its placement services with the practices followed by some
of the large and creditable Institutions.
To conclude, effective communication skills determine our ability to have rewarding relations with others and to
achieve satisfaction in life. I quote famous American Speaker and Author Jim Rohn who says: Take advantage of
every opportunity to practice your communication skills so that when important occasions arise, you will have the
gift, the style, the sharpness, the clarity, and the emotions to affect other people.
Yours sincerely,
sued by Foreign Exchange the regulations required prior approval from Foreign Investment transaction: -
Department, Reserve Bank Promotion Board (FIPB) and Reserve Bank of India (RBI). However
1. Shareholder(s) of Indian Company
of India consolidating the the Reserve Bank of India has issued a circular in October 4,
instructions with respect to 2004 followed by a Master Circular dated 1st July 2006, which 2. Non-Resident buyer
transfer of shares from resi- consolidates the instructions in the earlier circular dispensing the 3. Duly Authorised Agent of the buyer
dent to non-resident cov- prior approvals required under erstwhile regulations. (i.e. Power of Attorney holder)
ered in A.P. (DIR Series) 4. Authorised Dealer Bank branch
Circular No.16 dated 4th October 2004 issued by Foreign 5. Indian Company for recording the transfer of ownership in
Exchange Department, RBI books
Brief summary of Regulations Clause 2 Pricing Guidelines
Type of Transaction Pricing Guideline
Regulation prior Regulation post Regulation post (i.e. transfer)
to October 4, 2004 October 4, 2004 July 1, 2006
Transfer of shares Prior approval from The relaxation envisa- From resident to non-resident In case of listed shares the
by way of sale by a FIPB and RBI ged under A.P. (DIR (i.e. incorporated entity) ruling market price
person resident in dispensed with. Series) Circular No.16 In case of unlisted shares
India to a person However, Compa- dated 4th October 2004 Fair valuation of shares done
resident outside nies in financial issued by Foreign by a Chartered Accountant as
India require prior services sector Exchange Department, per the guidelines issued by
permission of FIPB including Banks, RBI continues but the erstwhile Controller of Capital
followed by NBFCs and Insura- instructions have been Issues. The price per share
approval from RBI. nce cannot avail the consolidated by the arrived should be certified by
relaxation envisaged Master Circular No.2/ a Chartered Accountant.
in the circular. 2006-07 dated 1st July,
2006 issued by Foreign Clause 3 Responsibilities of the parties
Exchange Department, All the parties referred to in Clause 1.2 involved in the transaction
RBI. are responsible for complying the relevant FEMA Regulations, relevant
However, with respect to individual limit/sectoral caps/foreign equity participation ceilings as fixed
shares of Companies in by the Government. Settlement of transactions will be subject to
financial services sector payment of applicable taxes, if any.
including Banks, Clause 4 Method of Payment and remittance/credit of sale
NBFCs, ARCs including proceeds
Insurance cannot avail
Type of buyer Manner of Payment
the relaxation envisaged
in the circular. Person resident outside India Through normal banking
channels
Hence, transfers of shares from person resident in India to
person resident outside India would be subject to the guidelines Foreign Institutional Investor By debit to Special Non-
prescribed in Master Circular No.2/2006-07 dated 1st July 2006. Resident Rupee Account
Objectives of change in regulation:- NRI (If shares are acquired By way of debit to NRE /
on repatriation basis) FCNR (B) accounts
The objectives of dispensing with the prior approvals are to attract
foreign investors and to simplify procedures relating to transfer of NRI (If shares are acquired on Through normal banking
shares from resident to non-resident Non-repatriation basis) channels or out of funds held in
Conditions subject to which relaxations are made:- NRE / FCNR(B) accounts / NRO
accounts
1. In terms of Clause 13 of the Master Circular No.2/2006-07
dated 1st July, 2006 issued by Foreign Exchange Depart- Documentation requirements
ment, RBI a person resident in India may transfer the shares
The following documents should be submitted to the Authorised
by way of sale to a person resident outside India subject to
Dealer of the Indian Company: -
the guidelines in Annex 3.
1. Form FC-TRS in quadruplicate
2. The activities of the investee company (i.e. the Indian com-
pany) are under automatic route of RBI. 2. Consent Letter duly signed by shareholders of Indian Com-
Student Company Secretary 5 May 2007
Article
pany. Where consent letter is signed by a Power of Attorney
holder, the Power of attorney. 7 Details regarding shares The following details are
to be transferred required to be given: -
3. Shareholding Pattern of Indian Company after the transfer
a) Date of the transaction
to non-resident showing equity holdings of residents and non- b) Number of shares
resident category wise. c) Face value of the share
4. Certificate indicating fair value of shares by a Chartered d) Negotiated price for transfer
Accountant. (in case of an unlisted
5. Copy of the Brokers note if sale is made on Stock Exchange Company attach a certificate
in case of listed shares. from CA on fair value of
6. Undertaking from the buyer that the buyer is eligible to acquire shares)
shares under FDI Policy and the existing sectoral limits and e) Amount of consideration
guidelines have been complied with.
Declaration by non-resident buyer*
7. Undertaking from the FII/sub account to the effect that the
individual FII/sub account ceiling as prescribed by SEBI has The non-resident buyer shall give a declaration to the following
not been breached. effect that: -
Details to be given in Form FC-TRS* (i) The particulars given above are true and correct;
*Form given as an Annexure to A.P. (DIR Series) Circular No.16 (ii) The shares were held per FDI Policy under FERA / FEMA
dated 4th October 2004 Regulations on repatriation / non-repatriation basis;
S.No. Details Explanatory Comments (iii) That the buyer is eligible to acquire the shares of the Com-
pany in terms of the FDI Policy. It is not a transfer relating to
1 Name of the Company Mention the name of the Indian shares of a company engaged in financial services sector or
Company, shares of which sector where general permission is not available;
would be subject to transfer.
Address (including e-mail, (iv) The Sectoral limit under the FDI Policy and pricing guidelines
telephone number, has been adhered to.
fax number) Activity *This certificate is an integral part of Form FC-TRS
NIC Code No.
Certificate by Authorized Dealer*
2 Whether FDI is allowed It should be in affirmative. The authorized dealer shall certify that: -
under Automatic Route
(i) The application is complete in all respects.
3 Nature of transaction Transfer from resident to non-
resident (ii) The receipt / payment for the transaction is in accordance
with the FEMA Regulations / Reserve Bank Guidelines
4 Name of the buyer Name of the transferee (i.e.
non-resident whether indivi- *This certificate is an integral part of Form FC-TRS
dual, Company, FII or others) Responsibilities / Obligations of the parties
Type in case of incorpor- In case of Company / FII 1. It should also be noted that the general permission does not
ated entity mention the constitution of the preclude obtaining RBI approval under any other enactments.
Company i.e. whether Limited
Company, registered Partner- 2. Though the regulations are relaxed, responsibility is fixed on
ship etc. all the parties to the transactions including Authorized Dealer
Date and place of to ensure compliance with the requirements prescribed in
incorporation the Master Circular No.2/2006-07 dated 1st July 2006 issued
by Foreign Exchange Department, RBI. It should also be
Address (including e-mail, noted that the general permission under this circular does
telephone number, fax not preclude obtaining RBI approval under any other
number)
enactments.
5 Name of the seller Mention the name of the 6. Transfer may be given effect after obtaining Certificate from
resident seller. In case there Authorized Dealer
are more than few sellers, a
separate schedule may be 1. It is the responsibility of the AD to verify that the application
attached. is complete in all respects. Thereafter the AD is required to
Type in case of incorpor- In case of Company / FII men- issue a certificate to that effect as mentioned above.
ated entity tion the constitution of the 2. Though the circular nowhere mentions that transfer of shares
Company i.e. whether Limited should be subsequent to obtaining certificate from AD, it is
Company, registered Partner- imperative that the date of transfer of shares is subsequent
ship etc. to certificate given by the Authorized dealer because any
Date and place of incor anomalies in the application cited by the AD should not en-
poration tail the Indian Company in a position of having given effect
Address (including e-mail, to transfer without full compliance of the requirements.
telephone number, fax 3. Therefore, the Indian Company may approve the transfer of
number) shares from resident to non-resident after obtaining the cer-
6 Particulars about earlier The details of earlier appro- tificate from the Authorized Dealer.
Reserve Bank / FIPB vals, if any obtained by the 7. Checklist for transfer of shares from resident to non-resident
approvals Indian Company from FIPB
and RBI should be given. 1. Form FC-TRS in quadruplicate. It should be noted that the
Certified copies of such Statement of Inflows (as given below) on account of remit-
approvals may be attached. tance received in connection with transfer of shares from
resident to non-resident forms part of Form FC-TRS.
2. The following documents should be enclosed with Form FC-TRS (f) If the sellers are NRIs/OCBs, the copies of RBI approvals
(a) Consent Letter duly signed by shareholders of Indian Com- obtained earlier evidencing that the shares held by them on
pany. Where consent letter is signed by a Power of Attorney repatriation/non-repatriation basis.
holder, the Power of attorney. (g) No objection/Tax Clearance Certificate from Income Tax
Authority/Chartered Accountant.
(b) Shareholding Pattern of Indian Company after the transfer
to non-resident showing equity holdings of residents and non- Conclusion
resident category wise. The changed regulation signifies the simplification of procedures,
(c) Certificate indicating fair value of shares by a Chartered Ac- the process relating to transfer of shares from resident to non-resident.
countant. It aims to attract foreign investors to acquire stake in Indian Companies.
It also facilitates the Indian Companies to identify a foreign partner in
(d) Copy of the Brokers note if sale is made on Stock Exchange similar industry and dilute a portion of its equity stake in favour of the
in case of listed shares. foreign investor. Thus, the acquisition of equity stake in the Indian
(e) Undertaking from the buyer that the buyer is eligible to ac- Company may lead to infusion of capital, technology and expertise in
quire shares under FDI Policy and the existing sectoral lim- management by the foreign partner, which would add value and
its and guidelines have been complied with. enhance the growth of the Indian Companies.
1. Prepared by Sonia Baijal, Assistant Director, The ICSI 2. Reproduced from Press Release issued by The RBI on 24th April 2007
(xvii)it shall be the personal responsibility of the candidate 14. COIMBATORE PSG COLLEGE OF ARTS & SCIENCE
concerned to properly hand over his/her answer book(s) CIVIL AERODROME POST,
to the Invigilator on duty in the Examination Hall and COIMBATORE - 641014
obtain acknowledgement therefor. Any representation 15. DEHRADUN GOVERNMENT GIRLS INTER COLLEGE
regarding omission to handover the written answer 22, RAJPUR ROAD, DEHRADUN - 248001
book(s) or not obtaining the acknowledgement from the
16. DELHI (EAST) MOTHER TERESSA INSTITUTE OF MGT.
Invigilator at the time of handing over his/her answer
& VOCATIONAL STUDIES, C BLOCK,
book(s) for any reason whatsoever will not be entertained
after the conclusion of that particular session of PREET VIHAR, DELHI 110 092.
examination; 17. DELHI (NORTH) JVSD GIRLS SR. SEC. SCHOOL
(xviii)candidates are warned that any attempt to misbehave in D-II LINK ROAD, (NEAR BAGGA PETROL
any manner or create disorderly scene in and around the PUMP - OPP. HANUMAN STATUE),
examination hall or harass or bodily harm the staff deployed KAROL BAGH, NEW DELHI - 110005
for the conduct of examination will be viewed seriously and 18. DELHI GURU HARKRISHAN PUBLIC SCHOOL
severely punished; and (SOUTH) (ADJOINING GURDWARA) B-BLOCK,
(xix) any attempt or act of violation of Instructions to Examinees KALKAJI, NEW DELHI110019.
shall be viewed seriously and entail disciplinary action under 19. DELHI (WEST) DAV PUBLIC SCHOOL, POCKET B - 6
the Company Secretaries Regulations, 1982. SECTOR 7, ROHINI, DELHI - 110085
COMPANY SECRETARIES EXAMINATION - JUNE, 2007 20. DUBAI UNDER FINALISATION
ADDRESSES OF EXAMINATION CENTRES 21. ERNAKULAM ST. ALBERTS COLLEGE, BANERJI ROAD
ERNAKULAM, KOCHI - 682018
S. EXAMINATION CENTRE ADDRESS
NO. CENTRE 22. FARIDABAD VIDYA MANDIR PUBLIC SCHOOL,
SECTOR 15-A, FARIDABAD - 121007
1. AGRA ST. JOHNS COLLEGE, M. G. ROAD
AGRA 282002. 23. GHAZIABAD SHAMBHU DAYAL (PG) COLLEGE, OPP.
MMG HOSPITAL, G.T. ROAD,
2. AHMEDABAD SHRI H. K. ARTS COLLEGE
OPP. HANDLOOM HOUSE, AHSRAM GHAZIABAD201001.
ROAD, AHMEDABAD - 380009 24. GURGAON ALPINE CONVENT SCHOOL, BEHIND
3. ALLAHABAD COLONELGANJ INTER COLLEGE JALVAYU TOWERS, SECTOR 56,
51, TAGORE TOWN, GURGAON - 122003
ALLAHABAD - 211002 25. GUWAHATI GUWAHATI COMMERCE COLLEGE, R. G.
4. AMBALA SHRI ATMANAND JAIN COLLEGE BARUAH ROAD, GUWAHATI - 781021
JAIN COLLEGE ROAD, AMBALA 26. HYDERABAD WESLEY POST GRADUATE COLLEGE
CITY 134002 145 Mc INTYRE ROAD, OPP. ANAND
5. AURANGABAD MANIKCHAND PAHADE LAW COLLEGE THEATRE, SECUNDERABAD - 500003
SAMARTH NAGAR, NIRALA BAZAR 27. INDORE DEVI AHILYA ARTS & COMMERCE
AURANGABAD-431001 COLLEGE (JAGDALE COLLEGE), 8/1,
6. BANGALORE ST JOSEPHS INDIAN COMPOSITE USHA GANJ, JAORA COMPOUND,
PU. COLLEGE, 2, VITTAL MALLYA ROAD INDORE - 452001
BANGALORE - 560001 28. JAIPUR UNIVERSITY COMMERCE COLLEGE
7. BAREILLY MANOHAR BHUSHAN INTER COLLEGE JAWAHAR LAL NEHRU MARG, JAIPUR-
NAINITAL ROAD, BAREILLY - 243001 302004
NIRC of 18.06.2007 NIRO Premises Executive Officer, NIRC of the ICSI, ICSI-NIRC Building, Plot No. 4, Prasad
the ICSI to Nagar Institutional Area, New Delhi-110005 Tel. : 25763090/25767190/
04.07.2007 25816593 Fax : 25722662 (STD Code : 011) E-mail : niro@icsi.edu/
icsi@eth.net.
SIRC of 18.07.2007 SIRO Premises Deputy Director, SIRC of the ICSI, ICSI-SIRC House, New No. 9, Wheat Crofts
the ICSI to Road, Nungambakkam-600034 Tel. : 044-28279898/28268685/
03.08.2007 E-mail : siro@icsi.edu/icsisiro@md3.vsnl.net.in.
The schedule of other SMTPs proposed to be conducted by NIRC, SIRC, Bangalore Chapter & CCRT-ICSI during 2007 is as under:
NIRC : (i) 18.09.07 to 05.10.07 (ii) 28.11.07 to 14.12.07 SIRC : (i) 18.09.07 to 04.10.07 Bangalore Chapter : 10.09.07 to 27.09.07 CCRT
of ICSI : (i) 22.09.07 to 07.10.07 (19th RSMTP).
STATUS OF TRAINING
(Period from 01-04-2007 to 30-04-2007)
15 Months Training with Company/Company Secretary in Practice and 03 Months & 15 days Practical Training
STAGE-I STAGE-II
Biodata of the students sent to the companies/company Students sponsored for training
secretaries in practice for consideration
APPLICATIONS CASES
Pending Received Forwarded for Pending Pending Received No. of students Pending
Training as on during the consideration as on as on during who have actually as on
Type 31.03.07 month (upto 30.04.07) 30.04.07 30.03.07 the month taken for training 30.04.07
(upto 30.04.07)
15 Months in 12 54 58 8 20 53 55 18
Companies
15 Months with 14 34 44 4 25 70 65 30
CS in Practice
2. Exemption
1. Number of applications pending as on 31.03.2007 : 40
2. Number of applications received for exemption : 64
3. Number of exemptions granted : 82
4. Number of pending applications as on 30.04.2007 : 22
Computer Training will be compulsory and pre-requisite for all the students intending to appear in the Intermediate Examination from December, 2007
session onwards. No student will be allowed to appear at the Examination to be held from December, 2007 session onwards unless he/ she successfully
completes the Computer Training.
However, a student may be permitted PROVISIONALLY to appear in the June, 2007 session only without completing the computer training with the
condition that, he/ she will complete the Computer Training before seeking enrollment to Final Examinations.