Embed Size (px)
Citation preview
Dear Professional Colleagues,
For Private Circulation Only
Corporate SecretaryCorporate SecretaryCorporate SecretaryC
hair
man
’sP
age
Chapter Office : 6-3-609/5, Anand Nagar, Khairatabad, Hyderabad - 500 004. Ph.: 23399541, 23396494, Fax : 23325458
E-mail : [email protected], Website : www.icsi.edu, Working Days & Hours:Monday-Saturday 10.00 a.m. to 5.45 p.m.
Monthly Journal Issue No. Re. 1/- , 200-Vol.: VII 12 December 9
Sincerely yours
CS A. Visweswara RaoChairman
Research & Traning Centre
Celebrations of 'India Corporate Week 14th
December, 2009 to 17th December, 2009
26th Novemberm, 2009 is a golden day in the
history of Hyderabad Chapter of Institute of
Company Secretaries of India, as our beloved
president has laid Foundation stone for the
proposed state-of-the-art
at IP Uppal, adjacent to
Genpact, Hyderabad. The Hyderabad Chapter
and the Denizens are overwhelmed by this
honor of locating the Research & Training
Centre in Hyderabad. With this, Hyderabad
chapter, we can confidently say that, has taken a
quantum leap in its onward progress.
For the Information of our members, the
Chapter earlier has made a proposal to Head
Quarters for acquisition of land from APIIC to
set up at
Hyderabad. The council Headed by our beloved
President, CS Datla Hanumanta Raju, has
accepted the proposal. Accordingly APIIC has
been approached. APIIC has allotted land at
GE, IP-Uppal.
The proposed,
would act as a catalyst in developing
professional deliverables. It is being positioned
strategically in Southern Region to unleash the
potential of the Professional Talent in this part.
Ministry of Corporate Affairs is conducting 14th
December, 2009 to 17th December, 2009 as
by holding extensive
programmes with innovative options to reach
out Corporate Sector with “better services”,
“open houses”, “grievance redressal days” etc.
We are pleased to inform you that ICSI with the
support of Ministry of Corporate Affairs, Govt.
of India and FAPCCI, Assocham, cohosted by
association partners, Institute of Company
Secretaries of India, Institute of Cost and Work
Accountants of India and Institute of Public
ICSI Research &
Training Centre,
ICSI Research & Training Center
ICSI Research & Training Centre
India Corporate Week
Enterprise, Hyderabad will be celebrating the
'India Corporate Week' on Thursday December 17,
2009 at 3.00 p.m. at Surana Udyog Auditorium,
Federation House.
We are giving hereunder the actions and initiatives
of the chapter in its three predominant spheres
As a part of India Corporate Week, we are planning
to conduct quiz program. The central theme of the
program is “the contribution by the corporate
sector in the growth and evaluation of Modern
India”. Majority of the students are engrossed in
the preparation of forthcoming examinations. We
wish them all the best.
We are planning to hold a residential program in
the second week of this December. Theme, Venue
and Speakers shall be intimated in due course of
time. Our efforts to bring out a compilation on
sector wise role of company secretaries
organizational deliverables in various leading
industries are on.
The members in practice shall take out time to
contribute to the changes that are sweeping our
legal world. Lot of new things are happening in the
legal arena which will definitely change the face of
our practice. The Companies Bill, Direct Tax Code,
General Goods and Service Tax, New Foreign Trade
Policy are few which we need to muster and also
give our inputs to strengthen and make these
statutes more effective, objective and conducive to
the Healthy Corporate Growth.
As I always request, please do forward your
valuable suggestions which would go a long way in
guiding us.
A) Students
B) Members in employment
C) Members in Practice
2
Corporate Secretary December, 2009
The members of ICSI, by virtue of rigorous passing standards and post-qualification challenges, are
already equipped with the techniques of wading through plethora of legislations. To help the members, a
humble attempt is made to have a glimpses of some of important judgments, to present the “essential”
points held by various Courts of Law. It is sincerely recommended to read the full judgments to appreciate
the finer points of law.
Your feedback is invited to enrich this column.
LEGAL SCAN(December, 2009)
CS S.V. Rama KrishnaAdvocate
Email: [email protected]
ConsumerProtectionAct, 1986
(expert opinion)
CPC 1908 Sec.20,17 and 25;Contract Act,1872 Sec.10
and 28
Companies Act,1956 Sec.391 r/w 394
In
(i) National Commission is the last fact finding authority in the scheme of the Act,
(ii) Law of Evidence is designed to ensure that court considers only that evidence
which enables it to reach a reliable conclusion,
(iii) An expert is not a witness of fact and his evidence is really of an advisory character.
The duty of an expert witness is to furnish the Judge with the necessary scientific
criteria for testing the accuracy of the conclusions so as to enable the Judge to form
his independent judgment by the application of these criteria to the facts provide
by the evidence of the case.
Ramesh Chandra Agrawal vs. Regency Hospital Ltd. and others, the Hon'ble
Supreme Court of India held, inter alia, -
Ref: (2009) 9 Supreme Court Cases 709
In
reiterated its earlier view in Hakam Singh case (1971) 1
SCC 286 that where two courts or more have the jurisdiction to try a suit or proceeding
under the provisions of the Code of Civil Procedure, an agreement between the parties
that one of such courts would have the jurisdiction to decide the disputes arising between
the parties from such agreement to public policy and would not,
therefore, be contrary to the provisions of Section 28 of the Indian Contact Act, 1872.
Balaji Coke Industry Private Limited vs. Maa Bhagwati Coke Gujarat Private Ltd., the
Hon'ble Supreme Court of India
would not be contrary
Ref: (2009) 9 Supreme Court Cases 403
In held that
there is no provision in law which requires the balance sheet and profit and loss account
or the scheme enumerating and setting out each and every asset which is the subject
matter of the scheme of demerger.
Ajmera Realty & Infra India Ltd., In re, the Hon'ble High Court of Bombay
Ref: [2009] 96 SCL 105 (BOM.)
3
Corporate Secretary December, 2009
CS K. K. RaoPractising Company Secretary
SERVICE TAX UPDATES
Government of India had declared on the floor of
Parliament, at the time of presentation of Annual
Budget for the Year 2006, that a new legislation by
name Goods & Services Tax Act would be introduced
which would take into it's fold both the aspects of the
Sales Tax and Service Tax. In fact, so far, though a
period of fifteen years has since elapsed, Government
did not enact a separate legislation for the purpose of
Service Tax Act but by making amendments to the
Finance Act 1994 only requisite revenue is being
collected. Though the revenue on account of Service
Tax has crossed more than Rs. 65,000 crores, in view
of the above, Government did not attempt any
separate legislation for service tax.
Now the Government has announced the first
discussion paper on the proposed Goods and
Services Act, the salient features of which as under:
GST would be primarily of two types - one called as
Central Goods and Service Tax (CGST) and another
State Goods and Service Tax Act (SGST). .Further
there would be an Integrated Goods and Service Tax
(IGST). CGST and IGST would be governed by
Center, may be one Act for both and SGST by
respective states by different Acts/rules for each state.
The difficulties encountered by various states in
legislating and implementing the respective VAT in
their states should give some focused attention to draft
a common law with respect to chargeability, definition
of taxable event and taxable person, measure of levy
including valuation provisions, basis of classification
etc. This GST Model does not allow input tax credit
(ITC) between State and Central, which may again
leave behind cascading effect to some extent. The
payment is required to be made for CGST and SGST
separately. One additional feature in payment of SGST
which requires attention is that payment has to be
made in order to identify the state to which the tax is to
be credited.
The new legislation proposed to adopt the minimum
basic exemption for goods – upto Rs.150 lakhs and for
services above Rs. 10 lakhs and it is yet to be known
about the SGST basic limits
The rate of GST being proposed may be around 22-24%
which in the view of the various experts on the subject
would lead to suppression of sales. An ideal rate to
protectg in the revenue loss and the taxpayers interest
is required to be worked then only that would be easy
for compliance and revenue-and-assessee friendly.
- ByDirectors, B5 Consulting Private Limited
Mr. R. Venkata Ramana and Mr. KVS Subramanyam
TECHNOLOGY DEVELOPMENT BOARD (TDB):
INTRODUCTION
Economies globally are railing under the pressure of
economic slowdown and depression. Every
organization, large or small has been effected with the
damage caused ranging from mild to severe. In these
times of difficulty Companies are looking for
alternative financial resources in order to suffice their
financial needs.
The Government of India under the Department of
Science and Technology provides an opportunity for
finding out a funding source for companies involved
in the Scientific or engineering Research and
Development through Technology Development Board
(TDB).
TDB is the first organization of its kind within the
government framework with the sole objective of
commercializing the fruit of indigenous research. The
Board plays a pro active role by encouraging
enterprises to take up technology oriented products.
The Technology Development Board was mainly
constituted to invest in equity capital or to provide soft
loans to industrial concerns and other agencies as
applicable attempting development and commercial
application of indigenous technology.
Proposed Goods & Services Act
4
Corporate Secretary December, 2009
BENEFICIARIES
FUNCTIONS OF TDB
ACTIVITIES THAT WILL BE FUNDED BY THE
BOARD
�
�
�
�
�
�
�
�
The Beneficiaries to get or avail such financial
assistance may be Industry, Research and
Development (R & D) institutions and other agencies
engaged in the development and commercialization
of indigenous technology or adopting the imported
technology for wider applications. Commercial
enterprises, cooperatives and other agencies are
eligible to seek money from the Board for the
development and application of technology based
products or services.
The Functions of the Board are as follows:
To provide equity capital subject to such
conditions as may be determined by the
regulations to industrial concerns and other
agencies attempting commercial application of
indigenous technology or adapting imported
technology
To provide financial assistance to such research
and development institutions engaged in
developing indigenous technology or adaptation
of imported technology for commercial
application as may be recognized by the
government
The TDB will fund only certain activities as are made
eligible by the Act. The following activities can be
financed by the Board:
Development and commercialization of a new
product, process or applications through
indigenous technology
Fabrication, testing and trial of prototypes.
R&D / engineering consultancy for prototype /
pilot plant / trials and testing
Significant improvements in the existing
product/ process/ application
Substantial quality up gradation, reduced
material consumption, reduced energy
consumption, cost reduction
Replacement of imported raw materials /
components with indigenous substitutes
Similarly, the Board cannot Finance certain activities
as these activities are restricted. The following
activities are restricted from being financed by the
Board:
Refinancing
Basic research
Establishment of new R&D Centers
Travel, conferences, workshops etc., unless they
form an essential component of the project
approved by the board
Any form of grants-in-aid or loan for the mere
creation of technical infrastructure
An industrial concern that is sick or incipiently
sick.
The Board evaluates the Applications that it receives
for financing based on the fundamental requirements
as stated below:
The soundness, scientific quality and
technological merit of the organization
The potential for wide application and the
b e n e f i t s e x p e c t e d t o a c c r u e f r o m
commercialization
The adequacy of the proposed effort
The capability of the research and development
institution in the proposed action network
Track record of the entrepreneur
Measurable targets, objectives and mile stones
The Methods of Financing by the Board is in the form
of
Equity
Loans
Grants
ACTIVITIES THAT WILL NOT BE FUNDED BY THE
BOARD
EVALUATION CRITERIA BY THE BOARD
MODES OF FINANCING
�
�
�
�
�
�
�
�
�
�
�
�
�
�
�
Corporate Secretary December, 2009
5
Report on Laid Foundation Store
The Chapter took a giant step which can be termed
quantum leap jump for the institute and the
profession. CS Datla Hanumanta Raju, President, The
ICSI laid the foundation stone for the proposed
Research & Training Centre to be set up by the
Institute at Uppal, adjacent to Genpact, Hyderabad
ACTIVITY REPORTS
on 26. November 2009 at 05.03 am. The Proposed
Centre would act as catalyst in developing Professional
Deliverables of and for the members of ICSI. It is
positioned strategically in Southern Region to
unleash the potential of the Professional Talent in
South India.
CS A. Visweswara Rao, Chairman of the Chapter was a
CONTRACTUAL MATTERS
PROCEDURE FOR MAKING APPLICATION TO THE
BOARD FOR FINANCE
�
�
�
All approved proposals by the Board will be financed
under a negotiated contract. The clauses may
include, inter alia, payment of royalty for a limited
period on commercialization in case of grants.
It may also include clauses for nomination of
Director(s) on the Board of Directors, when the Board
provides equity, buy-back/disposal/pledging of
shares , providing col la tera l guarantees ,
hypothecation and/or mortgage of assets, monitoring
the project, inspection, examination of records, re-
payment schedules, termination, resolution of
disputes, etc.
Generally, a specific payment schedule will be
incorporated in the contract. The payment will be
made periodically as per work programmes in
accordance with risk-associated milestones. The
Board shall monitor the progress of the project before
the release of second and successive installments. To
facilitate monitoring of the project and project
completion, the enterprise is required to submit the
prescribed returns.
The Procedure for making an application to the Board
is briefly outlined below.
Any applicant, who is desirous to seek financial
assistance from the fund, shall apply to the Board
in the prescribed Form A.
The Secretary of the Board or an officer
authorized by the Board will process the
application as soon they receive a copy of the
application.
It is open to the board :
o To call for any information from the applicant
o To appoint experts to make any investigation
Board shall not refuse to grant financial assistance
unless an opportunity of being heard is given to
the applicant
The decision of the Board on any application is
final
An authorized officer may disburse the financial
assistance approved by the Board as per the terms
and conditions laid down by the Board.
In case of any default in repayment of the loan or
any interest there on an additional interest as may
be fixed by the Board on the amount of default
shall be payable by the loanee.
In case the project having been declared as failure
in terms of provisions the Board may consider
waiving off the recovery of interest and loan in
such case unutilized balance should be refunded
to the Board.
In these times of difficulty, TDB can be a good option
for companies engaged in the field of indigenous
research to find a new avenue for funding their
financial requirements.
The above Article is only informative and
suggestive it does not provide any guidelines for
procuring financial assistance from TDB or
procedures prescribed there under.
This is not a Comprehensive or exhaustive procedure
and the readers or viewers may customize this Article
as per their case requirements.
Note:
�
�
�
�
�
CONCLUSION:
Corporate Secretary December, 2009
6
part of the occasion along with his colleagues on the
Managing Committee of Hyderabad Chapter. CS C.
Sudhir Babu, Council Member, ICSI, CS A. V. Syamala,
CS P. Jagannatham, CS P.S. Shastry, Members of
Southern India Regional Council , CS SS Marthi and CS
KK Rao, Members of the Managing Committee of
Hyderabad Chapter and many senior members, former
Office Bearers attended the Function.
The Chapter conveys its special thanks to the following organizations for providing
their hampers to delegates of the 37th National Convention of Company Secretaries
HERITAGE FOODS [ INDIA] LIMITED
BAMBINO AGRO INDUSTRIES LTD
LUTUS CHOCKLATE LTD
VEERAMANI BISCUIT INDUSTREIS LTD
NESTLE KIT KAT CHOCKLATE
HERITAGE FOODS [ INDIA] LIMITED
BAMBINO AGRO INDUSTRIES LTD
LOTUS CHOCOLATE LTD
VEERAMANI BISCUIT INDUSTRIES LTD
NESTLE KIT KAT CHOCOLATE
VOLUNTARY SERVICES EXTENDED BY THE MEMBERS DURING THE MONTH OF NOVEMBER, 2009For getting sponsorships/Advertisement for National Convention
held at Hyderabad from 5-7 November, 2009
01 CS Rashida Adenwala
02 CS G. Raghu Babu
03 CS KVS Subrahmanyam
04 CS A. Ravi Shankar
05 CS V. Ahalada Rao
06 CS VSN Raju
07 CS Bijan Kumar Dash
08 CS Umakanth Barik
Sl.No Sl.NoName of the Members Name of the Members
09 CS C. Durga Prasad
10 CS Rakhi Agarwal
11 CS N. Umashankar
12 CS Rajesh Jain
13 CS P. Bhaskara Narayana
14 CS Srinivasa Murthy
15 CS Apsar Hussain
16 CS E. Srinivas
7
Corporate Secretary December, 2009
Sl.No Name of the Members Sl.No Name of the Members
17 CS Kumar Raghavan
18 CS P. Shyam Sunder Rao
19 CS Shanmugam RM
20 CS C. Partha Sarathi
21 CS MV Srinivasa Murthy
22 CS Malleswara Durga Prasad
23 CS B. Mohan Rami Reddy
24 CS N. Rajasekhar
25 CS M. Ramakanth
26 CS N. Madhavi
27 CS M. Balaguravaiah
28 CS R. Sivaram Reddy
29 CS K.V. Soorianarayanan
30 CS M. Subrahmanyam
31 CS GRK Prasad
32 CS C. Vijayanand
33 CS Pasupathi Kumar
34 Dr. PVS Jagan Mohan Rao
35 Sri S. Papa Rao
36 Sri N. Sai Sankar
37 CS Ajay Srivastava
38 CS Padma Shenoy
39 CS B. Muralidhara Rao
40 CS B. Pavan Kumar
41 CS A. Rambadram
42 CS M. Kiran Kumar
43 CS T.Subba Rao
44 CS GRK Babu
45 CS T. Venkata Ramana
RNI Reg.No.APENG/2004/13271 dated 04.10.2004 Postal Regn. No. LII / RNP / H-HD-1047/2008-10
Editor : CS Sudheendra Putty,
Printed and Published by CS R. Chandra Sekhar,: on behalf of The Institute of Company Secretaries of India - Hyderabad Chapter, 6-3-609/5, Anand Nagar,Khairatabad, Hyderabad - 04 and printed at Surya Graphics, Municipal Market Lane, Chikkadpally, Hyderabad - Tel : 27666135, 66752838 and published at TheInstitute of Company Secretaries of India - Hyderabad Chapter, 6-3-609/5, Anand Nagar, Khairatabad, Hyderabad - 4 Phones : 23399541/23396494.Editor : CS Sudheendra Putty, The Institute of Company Secretaries of India - Hyderabad Chapter, 6-3-609/5,Anand Nagar, Khairatabad, Hyderabad - 500 004
Views expressed by contributors are their own and the Institute of Company Secretaries of India - Hyderabad Chapter does not accept any responsibility.
NEWS LETTER COMMITTEE
PRINTED MATTER - BOOK POST
To.
Photo Gallery
CS Datla Hanumanta Raju,
CS KK Rao, Member, CS P. Jagannatham, CSRama Krishna Gupta CS J. Krishna Murthy CS SS Marthi
CS P. S. Shastry, CS A. Visweswara Rao
President, The ICSI laying the Foundation stone for the Proposed Research & Training Centre to be set up bythe Institute at IP Uppal, adjacent to Genpact, Hyderabad at 05.03 am on 26.11.2009.
L-R: Managing Committee of the Chapter, Member, Southern India Regional Council,, Company Secretary, , Company Secretary, , Member, Managing Committee of
the Chapter, Member, Southern India Regional Council and , Chairman of the Chapter.
From :
An ISO 9001 : 2000 Chapter
I No. 6-3-609/5,Anandnagar Colony, Khairatabad, Hyderabad 500 004tel 040-2339 9541, 2339 6494 fax +91-40-2332 5458 email [email protected]
HYDERABADCHAPTER
