DOCSLIB.ORG

Company Secretaries of India

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Company Secretaries of India VOL XLIV NO. : 04 Pg. : 377-532 APRIL 2014 100/- (Single Copy) Company Secretaries of India Website : www.icsi.edu Regn. No. 21778/71 Delhi Postal Regn. No. DL(S)-17/3197/2012-2014 Posting Date : 03/04-04-2014 Licenced to post without prepayment at Lodi Road P.O. Date of Publication : 01-04-2014 Licence No. U-(C)-80/2012-2014 04 Vol. : XLIV No. 04 Pg 377-532 April - 2014 VOL XLIV NO. : 04 Pg. : 377-532 APRIL 2014 100/- (Single Copy) APRIL 2014 383 448 (LW 34-42) CHARTERED SECRET CHARTERED (GN 53-64) ARY 457 469 04 Company Secretaries of India Website : www.icsi.edu 532 Articles (A 149-209) Essential Rules of Statutory Interpretation that every Company Secretary ought to know 386 Contravention, Adjudication and Penalties under FEMA: An Analysis 393 Transfer of Legal Proceedings to National Company Law Tribunal 400 Registration of Equitable Mortgage 404 Is India Inc. in Need of Independent Whistle Blowers? 409 Risk Management: Issues and Challenges 418 Direct Investment by Residents in Joint Venture (JV) / Wholly Owned Subsidiary (WOS) Abroad 426 Composition of Board of Indian Companies and its effect on Corporate Governance 432 Business Risk Management: Role of Professionals 438 Anti Competitive Agreement 443 Chairman S Balasubramanian Members (in alphabetical order) Anil Rastogi C.K.G. Nair (Dr.) G. P. Agarwal Ilam Kamboj Kapil Taneja Karan J S Jasuja Mahesh Shah Pradeep K. Mittal Preeti Malhotra (Ms.) R. Ravi S. K. Agrawala S. K. Dixit (Dr.) S. Srinivasan Sudheendra Putty Editor & Publisher M. S. Sahoo Consulting Editor V. Gopalan Legal Correspondent T. K. A. Padmanabhan 377 April 2014 ICSI_310314_4.indd 377 3/31/2014 7:22:08 PM ICSI IMAGES 01 02 03 04 05 06 01 >> SIRC – Coimbatore Chapter –16th Residential Programme - R Sridharan 02 >> SIRC – Calicut Chapter –10th Residential Programme on The Companies addressing. Others sitting from left:R Dhanasekaran, Chief Guest K Act, 2013 – R Sridharan addressing. Others sitting on the dais from Left: Krishnakumar (Chairman, Sree Saradhambal Automobiles (P) Ltd. A M Ashique, Dr. Baiju Ramachandran and Sheeba Nair. (groups)) and S Venkatesh. 04 >> SIRC - Mysore Chapter – Two day Seminar – Inauguration – R 03 >> WIRC – Ahmedabad Chapter - Two days Residential Seminar on Value Sridharan lighting the lamp to mark the inauguration. Others standing Creation through Governance - Sitting on the dais from Left: Rajesh from Left: Chief Guest Srikantha (MD, Mysore Polymers Ltd.), Dr. Baiju Tarpara, M S Sahoo, R Sridharan and Umesh Ved. Ramachandran, Ragavendra and Ajay B Madaiah. 05 >> President’s Meeting with Chairmen under SIRC – On the dais from Left: 06 >> President’s Meeting with Chairmen under WIRC - On the dais from Left: M S Sahoo, Vikas Y Khare, R Sridharan, Sudhir Babu C and Sutanu Ragini Chokshi, R Sridharan and Vikas Y Khare. Sinha. 378 April 2014 ICSI_310314_4.indd 378 3/31/2014 7:22:14 PM ICSI IMAGES 07 08 09 10 11 12 07 >> EIRC – President’s Meeting - R Sridharan addressing. Others sitting 08 >> SIRC – Madurai Chapter – First Students’ Conference on Transformation of on the dais from Left: Arun Kumar Khandelia,Ashok K Pareek, Vikas Y Company Secretaries to Governance Professionals –Release of Souvenir Khare, Anil Murarka and Sutanu Sinha. - On the dais from left: Paramasivan S, R Sridharan, Kumararajan S, Bapulal R K and Rajavel P. 09 >> EIRC – NE Chapter – Study Circle Meeting on Merger, Amalgamation,Operation, Mismanagement and class Action Suit under 10 >> NIRC – Chandigarh Chapter – President’s Meeting – Group photo of the Companies Act, 2013 - On the dais from Left: Neha Qureshi, Sunita President and Vice President with Managing Committee Members and Mohanty, Alka Kapoor, Vikas Y Khare, R Sridharan, Pankaj Jain, Arun Officials of the Chapter. Khandelia and Anjan Kumar Roy. 12 >> First Meeting of the reconstituted Secretarial Standards Board-2014 11 >> WIRC – Indore Chapter – Programme titled ` Master Class on the - Chaired by Pavan Kumar Vijay. Others sitting from Left: Companies Act, 2013’ - Ritesh Gupta addressing. Others sitting on Anil Murarka, Sanjay Grover, Dr. Sanjeevan Bajaj (Nominee- the dais from Left: Ashish Garodia, Ashish Garg, Dr. K R Chandratre, FICCI), Jagannadha Rao C V, Suresh Krishnan, Dr. Sanjiv Agarwal, V Makarand Lele, Amit Jain and Priti Kumath. Ahalada Rao, Gopal Chalam, Narayan Shankar, Lalit Jain, Subhasis Mitra, Milind Kasodekar, S C Vasudeva and Priya P Iyer. 379 April 2014 ICSI_310314_4.indd 379 3/31/2014 7:22:17 PM ICSI IMAGES 13 14 15 16 17 18 1619 20 13 >> Meeting of ICSI Delegation with Chitra Ramakrishna, MD & CEO, NSE 14 >> Meeting of ICSI Delegation with Ashishkumar Chauhan, MD & CEO, BSE Ltd. Ltd. 15 >> Meeting of ICSI Delegation with U.K. Sinha, Chairman, SEBI. 16 >> Meeting of ICSI Delegation with Prashant Saran, Whole Time Member, SEBI. 17 >> Meeting of ICSI Delegation with Manoj Vaish, MD, MCX. 18 >> Meeting of President and Officials of ICSI with Sandip Ghose, Director, 19 >> Meeting of ICSI Delegation with Gagan Rai, MD, NSDL – e Governance NISM. Infrastructure Ltd. 20 >> Group photo of ICSI Delegation with S.K. Roy, Chairman, LIC. 380 [A-44] April 2014 ICSI_010414.indd 380 4/1/2014 8:32:47 PM At a Glance bringing into force sub-section (1) of Section 465 of the Companies Act, Articles [A 149-209] P-386 2013, several provisions of the Act have been brought into force. Already Government of India has advertised for recruiting judicial and technical Essential Rules of Statutory Interpretation that members for the National Company Law Tribunal, [NCLT] which is going every Company Secretary ought to know P-386 to be constituted very soon. The NCLT will exercise most of the powers that are presently exercised by the Company Law Board and the Board Dr K R Chandratre of Industrial and Financial Reconstruction. NCLT would also exercise the Company secretaries (those who are in employment and who are in practice powers of high courts with respect to schemes of arrangements, mergers, as well) are often called upon to advise the company managements and demergers, and winding up of companies. In essence NCLT is going to invariably on each such occasion the company secretary is required to be a powerful tribunal. There will be substantial and dimensional change interpret a provision in a statute or rules, regulations. It is, therefore, not in the legal scenario with respect of company law matters. Therefore it is only desirable but rather essential that company secretaries possess sound essential to note the powers that are going to be transferred to NCLT and knowledge of principles of interpretation of statutes as developed by the the Appellate Tribunal and also the transitional provisions relating thereto. courts. Ample case is available on this subject and here is an attempt to capsulate some of the key rules of statutory interpretation that every Registration of Equitable Mortgage company secretary ought to know as it is my conviction that a company P-404 secretary who has a strong acumen and skill in this area can provide a G.M.Ramamurthy highly competent and competitive service to the company.One of the During the last decade of the last century some of the State Governments principal rules of statutory interpretation is ‘the literal rule ‘, i.e. words that started levying stamp duty on the memorandum of entry recorded are reasonably capable of only one meaning must be given that meaning evidencing the creation of equitable mortgage. In recent years some of whatever the result. A long ago an English Judge had said: “If the words the State Governments also stipulated compulsory registration of equitable of the statute are in themselves precise and unambiguous, then no more mortgage. Supreme Court in State of Haryana and others versus Navir can be necessary than to expound those words in their natural and ordinary Singh and another decided on 7-10-2013 that document merely recording sense. The words themselves do alone in such cases best declare the a transaction which is already concluded and which does not create any intent of the lawgiver.The Supreme Court has always been reiterating that rights and liabilities does not require registration. However, when the if the intendment is not in the words used it is nowhere else and so long as borrower and the creditor choose to reduce the contract in writing and there is no ambiguity in the statutory language resort to any interpretative if such a document is the sole evidence of the terms between them, the process to unfold the legislative intent becomes impermissible and the need document shall form integral part of the transaction and would require for interpretation arises only when the words in the statute are on their own registration under the Indian Registration Act, 1908. This article analyses terms ambivalent and do not manifest the intention of the legislature.As a the judgement in the light of legislations touching the equitable mortgage. corollary of the above principle, The intention of the Legislature is primarily Is India Inc. in Need of Independent to be gathered from the language used, which means that the attention P-409 should be paid to what has been said as also what has not been said. As Whistle Blowers? a consequence a construction which requires for its support addition or substitution of words or which results in rejection of words as meaningless Sanjay Lalit has to be avoided. This rule like all other rules is subject to exceptions. Despite the existence of relatively strong compliance structure, sound legal framework and policies, presence of full time promoters compensated Legal Heads, CFOs & CSs, India Inc. has faced continuous scams whether Contravention, Adjudication and Penalties P-393 under FEMA: An Analysis in the Corporate World or Stock Market like Satyam or most recent NSEL or Sahara scams, which indicates the deficiency & malpractices D.K.
Load more

Recommended publications
  • The 2010 Outsourcing World Summit®
    The 2010 Outsourcing World Summit® Part of the Outsourcing World Summit Conference Series February 15-17 | Disney’s Yacht & Beach Club Convention Center | Lake Buena Vista, Florida USING OUTSOURCING to EMERGE AS A LEADER IN THE NEW GLOBAL ECONOMY Whether your goal is to streamline operations and improve your bottom line, find the perfect provider for your out- sourcing opportunity, or simply learn from the best in the business, this event is for you. Join hundreds of buyers, TOP EXECUTIVES – EXCEPTIONAL INSIGHTS sellers and advisors — your business colleagues — from around the world. Don’t get left behind — take this journey Tim McBride and position yourself for the growth to come! CPO Microsoft If global outsourcing professionals can make only one conference a year, this should be it. —Elizabeth Halaki, Chief Marketing Officer, Russell M. Bostick Océ Business Services, Inc. EVP of Technology and Operations Conseco REGISTER NOW and get a Ron Kifer, COP gift card*! Group VP and CIO (see back cover for details) Applied Materials Join the Summit’s Begin cultivating potential business partnerships Mary Henson with other delegates now! Program Management Office Ryder Systems Inc. Kevin Dollhopf VP of Global Real Estate Hanesbrands, Inc. Daniel P. Boutross SVP, Corporate Workplace Bank of America John Labella VP of Application Development Gap Inc. Produced by Register online at www.IAOP.org Questions? Contact the registration desk at +1.845.452.0600 ext.110 in association with FORTUNE® Custom Projects • THE 2010 OUTSOURCING WORLD SUMMIT TABLE
    [Show full text]
  • The Death of Langu
    Q and A: The Death of Languages - Schott’s Vocab Blog - NYTimes.com http://schott.blogs.nytimes.com/2009/12/16/q-and-a-the-death-of-languages/ Welcome to TimesPeople TimesPeople Lets You Share and Discover the Best of NYTimes.com 6:52 AM Recommend Get Started Get Home Delivery Log In Register Now Home Page Today's Paper Video Most Popular Times Topics Search All NYTimes.com Sunday, December 20, 2009 World U.S. N.Y. / Region Business Technology Science Health Sports Opinion Arts Style Travel Jobs Real Estate Autos 1 of 31 12/20/2009 6:53 AM Q and A: The Death of Languages - Schott’s Vocab Blog - NYTimes.com http://schott.blogs.nytimes.com/2009/12/16/q-and-a-the-death-of-languages/ Editorials Columnists Contributors Letters The Public Editor Global Opinion December 16, 2009, 4:32 am 2 of 31 12/20/2009 6:53 AM Q and A: The Death of Languages - Schott’s Vocab Blog - NYTimes.com http://schott.blogs.nytimes.com/2009/12/16/q-and-a-the-death-of-languages/ Yale University Press A week or so ago, co-vocabularists were invited to post questions on the future of communication to the French linguist Claude Hagège – author of “On the Death and Life of Languages.” Mr. Hagège’s detailed and thought-provoking answers are below: Q. Who says English is going to dominate forever? Last I checked, India and China are ascendant and the US is in decline … – Brian Bailey A. Hindi (the most spoken language in India) and Mandarin Chinese might replace English as dominant languages some day.
    [Show full text]
  • Winning in Asia Special Report
    Winning in Asia Creating long-term value A SPECIAL REPORT Supported by The Sid and Fiona Myer Family Foundation On behalf of all project partners, Asialink Business extends sincere appreciation to The Sid and Fiona Myer Family Foundation for its generous and founding support of this project. In particular, we thank Sid Myer for providing the vision for this project and for his constant encouragement and support. Thank you to our knowledge partners CONTENTS JOINT PARTNER INTRODUCTION 04 WINNING IN ASIA IN THE MIDST OF COVID-19 AND BEYOND 07 EXECUTIVE SUMMARY 14 DOES OFFSHORE EXPANSION LEAD TO SUPERIOR RETURNS? 17 HOW THE BEST ‘WIN IN ASIA’: BUSINESS MODELS FROM COMPANIES SUCCEEDING IN ASIAN MARKETS 27 MATCH FIT 2.0: CREATING ASIA-CAPABLE LEADERS 69 BEST PRACTICE IN EXTERNAL AFFAIRS: MANAGING YOUR STAKEHOLDERS, BRAND AND REPUTATION IN ASIA 87 A STRATEGIC APPROACH TO WINNING IN ASIA 97 NOTES 103 GLOSSARY 105 ACKNOWLEDGEMENTS 106 04 Winning in Asia: Creating long-term value JOINT PARTNER INTRODUCTION ‘The rise of Asia’ or ‘the re-emergence of Asia’ does not reflect the reality of Asia’s place in the world today. Sustained economic performance and geostrategic forces have ensured that world economic weight is firmly centred in our region. Successive Australian governments over the last 50 years have For instance, does ofshore expansion lead to superior returns fostered deep economic relationships with the countries in our for the shareholders of Australian companies? Which companies region. The range of free trade agreements concluded in the last five – Australian and non-Australian – have grown market share, years alone is reflective of the continued progress made.
    [Show full text]
  • Business with India CALTECH
    CALIFORNIA INSTITUTE OF TECHNOLOGY INDUSTRIAL RELATIONS CENTER Caltech Business With India Sourcing, Selling, and Operating in India AN EXECUTIVE COURSE August 25-26, 2008 December 4-5, 2008 Caltech Campus, Pasadena, CA Course Leader Gunjan Bagla innovate > integrate > accelerate WWW.IRC.CALTECH.EDU Business With India Comments From Business Issues Addressed Past Participants In the 21st century, India has rapidly become an important “The content of this course is very trading partner for North American companies. Companies of relevant. I give high marks to the all sizes are eager to market their products and services to instructor, Gunjan Bagla, and the staff India’s increasingly profitable companies, to its vast central at Caltech IRC. The interaction with my and state governments, and to India’s fast growing middle peers was helpful. As we shared our class. At the same time, India is a source for talent and experiences, Gunjan provided solutions services ranging from information technology to product with his knowledge of Indian culture and the way to conduct business in India.” development, to customer contact, and other high-end, knowledge-based services. Trade in products and materials Trenton Christian in both directions is also rising briskly. International Operations; Asia Red Spot Paint and Varnish Yet, India and Indians are not well understood by many Western executives. As a result, some opportunities are missed, deals fail, and the full potential of the “The information I learned in this business relationship is often unrealized. course is invaluable and provides a good basis for my ongoing work. The How will global companies partner or compete in this instructor, Gunjan Bagla, has a environment? conversational style that is engaging and impactful.
    [Show full text]
  • Transitions, Tribulations & Triumphs
    Transitions, Tribulations & Triumphs Third Annual Conference South Asian Studies Association University of Central Florida Fairwinds Alumni Center Orlando, Florida April 3-5, 2009 Distinguished Achievement Honorees Anil Deshpande Harold A. Gould Plenary Session Speakers Vivek Wadhwa Ambassador Arun K. Singh Laurie L. Patton Featured Guests Arun Sharma David Verquist Rinku Singh Dinesh Patel A Warm Sunshine State Welcome SASA. Two years age we met as the South Asian Studies Alliance, SASA, a project of Asian Studies on the Pacific Coast (ASPAC). For years ASPAC saw declining South Asian participation at Asian Studies conferences all around the country. This made no sense so ASPAC decided to test the waters by organizing a South Asia specific conference. Overnight we became the second largest gathering of South Asianists in the U.S. Effective October 18, 2007 we became the South Asian Studies Association, a California non-profit, public benefit corporation. A couple months later the IRS granted us 501(c3) tax exempt status retroactive to the date of incorporation. SASA III. SASA II saw a 25% growth over SASA I, an extraordinary achievement in a period of shrinking budgets and overall declining conference attendance. Over the last several months, with the American economy in turmoil, conferences of all kinds have been severely hammered, SASA included. Yet, we continue to thrive. We are grateful to the University of Central Florida for their generous support and provision of space. SASA IV. Next year we will meet in the heart of Silicon Valley, Santa Clarita, California. As a 100% all volunteer organization we encourage you to join us in pulling together to make SASA IV another success.
    [Show full text]
  • 20170406174717 2016 Socal
    1 | Page Table of Contents Program schedule .....................................................................................................................................................3 About ASEI .................................................................................................................................................................4 ASEI National Board of Directors ............................................................................................................................6 ASEI Charter ..............................................................................................................................................................8 About ASEI SoCal Chapter ..................................................................................................................................... 10 ASEI SoCal Board of Directors ............................................................................................................................ 11 President’s Message ............................................................................................................................................... 12 Message from the Convention Chair .................................................................................................................... 14 Keynote Speakers................................................................................................................................................... 16 Award Winners .....................................................................................................................................................
    [Show full text]
  • Deltasig November 08
    THE NOVEMBER 2008 NOVEMBER TheD JournalE of DeltaL Sigma TPi—America’sASIG Foremost Business Fraternity Alan Elkin Would Rather Lose Sleep Than Lose a Customer. 2008 Career Achievement Award Honoree A Journey to the Olympics: Oklahoma Runner Aldwyn Sappleton Represents Jamaica in Beijing by Beth Losik, Baker, Kansas City Alumni Chapter Brother Sappleton represented his native country of Jamaica running in the 800m track and field event of the Beijing Olympics. 2 NOVEMBER 2008/THE DELTASIG OF DELTA SIGMA PI ost of us watched the Opening Ceremonies of the 2008 Beijing Olympic Games and thought they were amaz- M ing, but one brother saw them from inside the “Birds Nest” from the vantage point of an Olympic athlete. You can’t start in China to tell his story; you have to start at the begin- ning with how he got to China. The journey starts in Jamaica, heads to the United States of America, and moves to China, but the story of Aldwyn Sappleton, Oklahoma, does not end there. His journey is just beginning, but an interesting turn and recent milestone was when Brother Sappleton was able to compete in Beijing repre- senting his homeland, Jamaica, in the men’s 800m track and field event. Brother Sappleton’s interests extend beyond training for his track and field events—reaching into international business and economics. Aldwyn was previously featured in the March 2006 issue of The DELTASIG after receiving his undergraduate degree from Oklahoma (2004) and establishing a school record in the 800 meters (approximately half a mile). In 2005, Aldwyn lowered his own school record to 1 minute and 47.43 seconds, while also claiming the Big XII conference indoor record at 1 Brother Aldwyn Sappleton, Oklahoma, (3rd from left), along with fellow Jamaican track team members, enjoys the Bird’s Nest during the Closing minute and 48.25 seconds.
    [Show full text]
  • 5Th Anniversary Leadership Forum Bios Nish Acharya Is CEO of Equal Innovation, a Firm That Consults with Leading Universities, G
    5th Anniversary Leadership Forum Bios Nish Acharya is CEO of Equal Innovation, a firm that consults with leading universities, governments, foundations and companies to assist them with innovation, entrepreneurship and philanthropic strategies. Mr. Acharya is also a Senior Fellow with the Center for American Progress, a contributor to Forbes and the author of the “The India-US Partnership: $1 Trillion By 2030” by Oxford University Press. Nish previously served as Director of Innovation & Entrepreneurship and Senior Advisor to the Secretary of Commerce for the Obama Administration, as Executive Director of the Deshpande Foundation, and in the Clinton White House. Riju Agrawal is currently pursuing an MBA/MPP joint degree at the Harvard Business School and Harvard Kennedy School of Government, where he was selected as a Rubenstein Fellow. He was previously on the Private Equity team at The Blackstone Group and the investment banking team of Morgan Stanley’s Global Energy Group. Riju graduated Summa Cum Laude and Phi Beta Kappa from Harvard University with a degree in Engineering Sciences, where he was co- founder of the Harvard U.S.-India Initiative and co-president of the Harvard College Global Energy Initiative. In 2011, Riju was selected to serve as a White House Intern, where he worked for the Deputy Assistant to the President for Energy and Climate Change. In addition, Riju was selected as a Future Energy Leader by the World Energy Council and a Global Shaper by the World Economic Forum. Maya Ajmera is the President and CEO of Society for Science & the Public and the Publisher of Science News, and an alumna of the organization’s most prestigious competition, the Science Talent Search.
    [Show full text]