Professional Documents
Culture Documents
XXIV
Student Company Secretary ISSN 0972-2874
July 2007
7
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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
Winston Churchill
Dear students,
A persons happiness and effectiveness truly depends upon his quality of thinking. We have all
experienced being around positive people who shine with energy, goodwill and vivacity. They
have an aura of confidence and success; they smile and appear confident; they enjoy life. It is
nearly impossible to be truly happy if a person is continuously entertaining unhappy thoughts. Life
throws on each of us a lot of curves and corners. No one goes through life without problems, or
without running into obstacles. Sometimes these problems or obstacles can be enormous. But whats really important is how we
face these obstacles. I believe the more and the harder the obstacles are, the taller is the jump of the inner fountain of happiness
that has brought us into this life. The more strong and unremittingly committed that we are in drawing nourishment and sustenance
from this eternal fountain of happiness, the sure is our progress.
When things go wrong, our natural tendency is to become upset, angry, and to lash out at the people and situations around us.
We tend to blame others and make excuses. We allow external circumstances to dictate the internal attitudes of our mind. If we
think negatively, we can be overwhelmed, give up or become ineffective in dealing with them.
On the other hand we can handle the problems in a better way. We can choose to look for something positive in the situation.
We can choose to consider it a blessing in disguise even if we have no idea what that blessing might be. We can look for an
advantage or opportunity in any situation.
Negative thinking, is part of everyones life, however there are ways that everyone can get rid of negative thinking and turn it
into positive action points. There are many situations that come up in everyones life when one is encouraged to indulge in
negative thinking, but the actual decision to take part in that negative thinking is totally up to the person who is tempted by the
negatives. The successful and the high achievers always carry a happy mental frame. They continue to think about winning and
success even under the most difficult circumstances.
It is a known fact that life is what you think it should be. The quality of your thinking is a major factor in determining the quality
of your life as a student. You have the capacity within you to have and do what you decide to do in life. But you must introspect,
meditate and learn to control your thoughts and make a u-turn to positives and happy frame of mind.
Positive thinking is a mental attitude that admits into the mind thoughts, words and images that are conducive to growth,
expansion and success. It is a mental attitude that expects good and favorable results.
It has been observed that in life we will fail more often than we succeed. But I believe failures and obstacles are better friends
than success as they teach us a lot more and give us an enduring long-term benefit.
Friends, I have been emphasizing that communication skills both oral and written have always been the hallmark of successful
professionals. In the emerging scenario the professionals need to further strengthen these capabilities for increased effectiveness.
Taking cognizance of this desirable trait amongst the students of Company Secretaryship course, i am pleased to inform you that
the Jaipur Chapter of the Northern India Regional Council (NIRC) of the Institute is organizing an All India Essay Writing
Competition for the students on the theme Role of Company Secretary in the Emerging Scenario on 18th August, 2007 at
Jaipur. The last date for receipt of the Essay is 14th August 2007.
I am equally pleased to inform you that the Ahmedabad Chapter of the Western India Regional Council (WIRC) of the Institute
is organizing its 8th All India Students Conference on the theme Integrating Professional Skills & Soft Skills for Excellence
on 10th & 11th August, 2007 at Ahmedabad.
The Eastern India Regional Council (EIRC) of the Institute is organizing its 22nd Regional Students Conference on 28th July
2007 at Kolkata on the theme Towards Broadening the Horizon. EIRC of the Institute is also organizing All India Company
Law Quiz programme for the students on 4th August 2007 at Kolkata.
The Bangalore Chapter of the SIRC of the Institute is organizing 5th All India Moot Court Competition from 17th to 19th August
2007 at Bangalore. I advise you to actively participate in these competitions/programmes. The benefit will be immense.
Yours sincerely,
LAST DATE FOR RECEIPT OF ESSAY BY JAIPUR CHAPTER OF NIRC OF THE ICSI IS 14TH AUGUST 2007.
Student Company Secretary 4 July 2007
Academic Guidance
The Employees Provident Fund and Miscellaneous Provisions Act,
ACADEMIC GUIDANCE 1952 extends to the whole of India, excluding the State of Jammu &
Kashmir. The Act is applicable to factories and other classes of
ECONOMIC LABOUR & INDUSTRIAL LAWS establishments engaged in specific industries, classes of
establishments employing 20 or more persons. The Act, however does
HUMAN RESOURCES MANAGEMENT & not apply to cooperative societies employing less than 50 persons
and working without the aid of power. The Act also does not apply to
INDUSTRIAL RELA TIONS
RELATIONS employees of the Central Government or State Government or local
SOCIAL SECURITY* authority. The Central Government is empowered to apply the
provisions of this Act to any establishment employing less than
Social Security caters to the universal human need for reassurance 20persons after giving not less than two months notice of its intent to
and support in times of unemployment, illness, disability, death and do so by a notification in the official gazette. Once the Act has been
old age. The State bears the primary responsibility for developing made applicable, it does not cease to be applicable even if the numbers
appropriate systems for providing protection and assistance to its of employees fall below 20. An establishment/factory, which is not
workforce and their families. Public support systems for social security
otherwise coverable under the Act, can be covered voluntarily with
in India have gained prominence over traditional family support in tune
mutual consent of the employers and the majority of the employees
with the trends of urbanization and work place migrations. The
under Section 1(4) of the Act. Thus membership of the fund is
dependence on social security varies as per the need and income
compulsory for Employees drawing a pay not exceeding Rs. 6500 per
status.
month (at the time of joining). Every employee employed in or in
SOCIAL SECURITY LAWS connection with the work of a factory or establishment shall be entitled
The principal social security laws enacted centrally are the following: and required to become a member of the fund from the date of joining
The Employees State Insurance Act, 1948 the factory or establishment. The Employees drawing more than
The Employees Provident Funds & Miscellaneous Provi- Rs.6500/- per month at the time of joining may become member on a
sions Act, 1952. (Separate provident fund legislations exist joint option of employer and employee. The Act is currently applicable
for workers employed in Coal mines and tea plantations in to factories and other establishment engaged in about 182 specified
the State of Assam and for seamen). industries, class of establishments employing 20 or more persons
(Industries are specified in Schedule I of the Act). As on 31st March
The Workmens Compensation Act, 1923
2006, there were 4,44,464 establishment and factories covered under
The Maternity Benefit Act, 1961 the Act with membership of 429.53 lakh both in the exempted and
The Payment of Gratuity Act, 1972 unexempted Sectors.
ADMINISTRATION OF SOCIAL SECURITY ACTS Employees Provident Funds Arrears
The Employees Provident Fund and Miscellaneous Provisions Act, The Provident Fund arrears as on 31st March, 2006, were of the
1952 is administered by the Government of India through the order of Rs.2530.07 crore. The EPF Organisation launches prosecution
Employees Provident Fund Organisation (EPFO). Cash benefits under against the defaulting employers under Section 14 of the Employees
the Employees State Insurance Act, 1948 are administered by the Provident Fund and Miscellaneous Provisions Act, 1952 and
Central Government through the Employees State Insurance prosecutes employers under Section 406/409 of the Indian Penal Code
Corporation (ESIC), whereas the State Governments and Union in case they deduct employees share of contribution but do not remit
Territory Administrations are administering medical care under the the same to the fund. During the year 2005-2006, arrears amounting
Employees State Insurance Act, 1948. to Rs.1958.55 crore were realized.
The Payment of Gratuity Act, 1972 is administered by the Central Employees Deposit Linked Insurance Scheme,
Government in establishments under its control, establishments having 1976
branches in more than one State, major ports, mines, oil fields and
the railways and by the State Governments and Union Territory Employees Deposit linked Insurance Scheme, 1976 is applicable
Administrations in all other cases. This Act applies to factories and to all factories/establishments with effect from August 01, 1976. All
other establishments. In mines and circus industry, the provisions of the employees, who are members of the Employees Provident Fund
the Maternity Benefit Act, 1961 are being administered by the Central are required to become members of this Scheme. Employers are
Government through the Chief Labour Commissioner (Central) and required to pay contributions to the Insurance Fund at the rate of 0.5
by the State Governments in factories, plantations and other per cent of pay i.e. basic wages, dearness allowance including cash
establishments. The provisions of the Workmens Compensation Act, value of food concession and retaining allowance, if any. During the
1923 are being administered exclusively by the State Governments. year 2005-2006, a sum of Rs.220.69 crore comprising of employers
contribution was deposited. During the year 2005-2006, 19228 claims
EMPLOYEES PROVIDENT FUNDS AND MISCELLANEOUS were settled and an amount of Rs.49.42 crore was disbursed. At the
PROVISIONS ACT, 1952 end of 2005-2006, the EPFO had cumulative investments of
The Employees Provident Funds and Miscellaneous Provisions Rs.4918.99 crore under this Scheme.
Act, 1952 is a welfare legislation enacted for the purpose of instituting
Employees Pension Scheme, 1995
a Provident Fund for employees working in factories and other
establishments. The Act aims at providing social security and timely The Employees Provident Fund and Miscellaneous Provisions Act,
monetary assistance to industrial employees and their families when 1952 was amended and a separate Pension Scheme was launched
they are in distress and/or unable to meet family and social obligations from 16th November 1995 replacing the then Employees family Pension
and to protect them in old age, disablement, early death of the bread Scheme,1971
winner and in some other contingencies. Presently, the following three Pension Criteria
Schemes are in operation under the Act through the EPFO:
Superannuation pension will be payable on attaining the age of 58
Employees Provident Funds Scheme, 1952 years and on completion of 20 years of service or more. Early pension
Employees Deposit Linked Insurance Scheme, 1976 can be taken at a reduced rate between 50-58 years of age, on
Employees Pension Scheme, 1995 completion of 10 years pensionable service or more. No pension for
less than 10 years of service lump sum withdrawal benefit is paid in
*Compiled by Archana Kaul, Assistant Director, The ICSI. such cases.
Verification I
* Prepared by Ruchi Singhal, Education Officer under the guidance of Alka Kapoor,
Deputy Director, The ICSI.
A licensed Certifying Authority (CA) issues the digital signature 14. Can e-filing of documents be done if one does not possess a
certificate. Certifying Authority (CA) means a person who has been DSC?
granted a license to issue a digital signature certificate under Section No. It is mandatory to have a valid digital signature certificate (DSC)
24 of the Indian IT-Act 2000. For eg. (n) code solutions, TCS Ltd., for e-filing the forms on the MCA portal.
NIC, IDBRT, Safescrypt Ltd., MTNL, Customs and Central Excise etc.
15. Are multiple DSCs required for professionals rendering
4. What is the cost of obtaining a Digital Signature Certificate? services to different companies?
The cost of obtaining a digital signature certificate may vary as No. A DSC is unique to each individual. If a professional has
there are many entities issuing DSCs and their charges may differ. obtained a DSC, he/ she can use the same DSC for efiling of forms for
multiple companies provided he/ she has been authorized to do so by
5. Should a company obtain a Digital Signature Certificate in its the respective companies.
own name for efiling?
16. Is the Company Secretary in whole-time employment required
Digital Signature Certificate (DSC) is not required by Companies to obtain a DSC?
but by individuals. For example the Director or the Company Secretary,
signing on behalf of the Company requires a DSC. Yes. If the Company Secretary is an authorized signatory, he/ she
is required to obtain a DSC.
6. Are all directors of a company required to obtain DSC?
17. Can anybody gain possession of my digital signature?
No. Only the directors, who will be the authorized signatories of
Digital Signatures are password protected and cannot be copied
the company, for the e-filing purpose, are required to obtain a DSC.
from a digitally signed document.
7. Is Director Identification Number (DIN) a pre-requisite to apply
18. What are the safety precautions one should take while using
for DSC? a Digital Signature?
No. Director identification Number (DIN) is not a pre-requisite to You should keep the media carrying your digital signature safely
apply for Digital Signature Certificate (DSC). and not disclose your password to anybody.
Student Company Secretary 9 July 2007
Legal World
franchise agreements with various shopkeepers for setting up and
LEGAL WORLD running the super markets. Some of the franchisees did not comply
with the terms and conditions of the agreement and they did not deposit
Compiled by T.K.A. Padmanabhan, FCS, Advocate, New Delhi. daily cash. Due to this, the rotation of the money became standstill.
The company could not maintain liquidity and failed to supply further
CORPORATE LAWS goods for sale. As a result, as many as 25 complaints were registered
LW(S) 40.07.2007 against the company for the offences under section 420, 406 and
120B under the Indian Penal Code. After registering the cases the
UNION OF INDIA v. R.GANDHI [(2007) 76 SCL 350 (SC)], police authorities seized the entire books and records from the
K.G.Balakrishnan, CJ, D.K.Jain & V.S.Sirpurkar, JJ. [Decided on registered office and other branches of the company. Meanwhile the
18.05.2007] company has been ordered to be wound up vide order dated 26.3.2006.
Companies (Amendment) Act, 2002- Constitution of NCLT and Since the applicants are not in a position to submit statement of affairs
NCLAT- Constitutional validity- Madras High Court held them as under section 454 of 1956 Act, they apprehend that the Official
unconstitutional- UOI appealed to Supreme Court- Matter referred Liquidator may initiate legal action against them and therefore, filed
to Constitutional Bench. the instant application before the High Court seeking relief.
Brief Facts: The Madras High Court has held that the constitution Decision: Application dismissed.
of National Company Law Tribunal (NCLT) and National Company Reasons: I have given the anxious consideration to the rival
Law Appellate Tribunal (NCALT) as unconstitutional. In the appeal submissions and scanned the material on record. The petitioners in
filed by the Union of India the Supreme Court has referred the appeal the garb of petition under section 633 of 1956 Act seek anticipatory
to the Constitutional Bench as it involves important question of law bail. For the liability under Indian Penal Code provisions under section
with respect to the validity of wholesale transfer of judicial functions 633 cannot be resorted to. In Rabindra Chamaria v. Registrar of
to Tribunals. Companies AIR 1992 SC 398, it was held that section 633 has no
Decision: Matter referred to Constitutional Bench. application in respect of any liability under any other Act. For the
Reasons: The challenge in these appeals is to the validity of the reasons aforementioned, the application being devoid of merit stands
provisions of Companies Act, 1956 as amended by the Companies dismissed.
(Second Amendment) Act, 2002, which provides for setting up of LW(S) 42.07.2007
National Company Law Tribunal and National Company Law Appellate MODERN SYNTEX (INDIA) LTD., IN RE [(2007) 76 SCL 157 (Raj)]
Tribunal. Barring the jurisdiction exercised under Articles 226 and 227, Shiv Kumar Sharma, J. [Decided on 01.12.2006]
almost all jurisdictions hitherto exercised by the High Courts in regard
to the company matters would be transferred and exercised by the Companies Act, 1956- Section 391- Scheme of arrangement
proposed Tribunal and Appellate Tribunal. with creditors- Company registered with BIFR- Pending reference
a scheme of arrangement with creditors proposed Scheme
Law relating to the legislative competence to establish Tribunals involved excessive sacrifice from secured creditors- Whether the
has been enunciated in several judgments of this Court, including scheme is oppressive to secured creditors and not to be
L.Chandra Kumar v. Union of India (1997) 3 SCC 261; Union of India sanctioned- Held, Yes.
v. Delhi High Court Bar Association (2007) 4 SCC 275 and State of
Karnataka v. Vishwabharathi House Building Cooperative Society (203) Brief facts: The petitioner company made a reference to the BIER
2 SCC 412. It has been held that under Entries 77, 78, 95 of List I, under the provisions of 1985 Act due to significant losses suffered by
Entry 65 of List II and Entry 11A of List III, the Parliament and State it. During the pendency of the said reference, it prepared a scheme of
Legislature possess legislative competence to effect changes in the compromise for rescheduling and restructuring its existing debts and
original jurisdiction of the Supreme Court and the High Courts. a meeting of secured creditors, therefore, was convened accordingly.
Since, the said scheme was approved by the requisite majority of the
However, in none of the decisions rendered so far the question as creditors, representing more than th in value of the total debts as
to what extent such powers of High Court can be transferred to required under the Act, the petitioner filed the petition under section
Tribunals, excepting juridical review under Articles 226/227 has not 391(2) seeking sanction of said scheme. The petition was, however,
been considered. There is as yet no demarcating line to show that, opposed by many banks, one of which was claiming Rs.1, 508.14
except for powers exercised under Articles 226 and 227, the Parliament lakh towards its outstanding principal together with interest, inter alia,
has the legislative competence to vest intrinsic judicial functions, on various grounds, inter alia, that the proposed scheme involved
traditionally performed by Courts in any Tribunal or Authority, outside excessive sacrifice and was oppressive to the minority secured
the judiciary. The question to be determined is whether such wholesale creditors and, thus, not just, fair and equitable to all the secured
transfer of powers as contemplated by the Companies (Second creditors and that since the petitioners reference was registered with
Amendment) Act, 2002 would offend the constitutional scheme of the BIFR, the Company Court ought not to exercise its discretion
separation of powers and independence of judiciary, so as to towards sanctioning the scheme under section 391.
aggrandize one branch over the other. Since the issue raised in the
appeals are of seminal importance and are likely to have serious impact Decision: Petition dismissed.
on the very structure and independence of the judicial system, we are Reasons: The BIFR had declared the petitioner as a sick industrial
of the view that the issue with regard to the constitution of the Tribunals company under section 3(1) (o) of the 1985 Act and appointed IFCE
and the areas of their jurisdiction needs to be given a fresh look and as the operating agency to devise a scheme for rehabilitation of the
therefore, the matter deserves to be heard by the Constitution Bench. company. The Supreme Court, in NGEF Ltd. v. Chandra Developers
LW(S) 41.07.2007 (2005) 64 SCL 1, indicated that the 1985 Act is a complete code in
itself and being a later enactment, it would prevail over the Companies
AAPKA BAZAR LTD. (IN LIQUIDATION), IN RE [(2007) 76 SCL 128 Act in case of any inconsistency in view of section 32 of that Act. The
(Raj)]] Shiv Kumar Sharma, J. [Decided on 01.12.2006] High Court should not interfere where the matter of rehabilitation of
Companies Act, 1956- Section 633- Relief from prosecution- sick company is pending before the BIFR under the 1985 Act.
Offences committed under various sections of the IPC- Whether The petitioner averred that sanctioning of compromise would be
directors are entitled to relief Held, No. for the benefit of the company; the same would result into revival of it.
Brief facts: The Company under liquidation was running a chain The company admitted that as many as five winding up petitions were
of super markets. The applicants were directors of the company on pending in the Court against it. Admittedly, the petitioner company got
the date of its winding up order. The company executed around 200 it registered with the BIFR in the year 2000 but could not revive itself
Student Company Secretary 10 July 2007
Legal World
as yet. In view of the fact that five winding up petitions were pending different from mere wish or desire or hope and a mere disappointment
against it, there did not exist any chance of revival of the petitioner. would not give rise to legal consequences. Even though legitimate
Even the petitioner did not make bonafide attempt at its revival. expectation can be used as a substantial right against the public
Even though the Court does not have the expertise to delve into authorities with certain conditions yet, in the instant case, petitioners
the commercial freedom exercised by the creditors and the Court acts were unable to prove that the promoters gave them any promise at all
like an Umpire in the game of cricket, the Court can at least command even though they must have expected or wished a permanent berth in
the partys to follow the rules of the game. Since the BIFR, is the the board, but, the retirement of one third directors and their re-election
expert body to deal with the rehabilitation of the sick company like the is a statutory prescription and they were unable to prove that the
petitioner, the Company Court was unable to interfere in the matter promoters promised that they would vote always in their favor so that
under the power vested in the Court under section 391. they would be re-elected. Even if the theory of legitimate expectation
is applicable in company law, the burden of promise was not discharged
There was yet another reason to decline the relief to the petitioner. by the petitioners.
The proposed scheme was not just, fair and equitable to all the secured
creditors. It appeared from the record that outstanding principal and For application of the doctrine of legitimate expectation, there should
interest of the objector as in December 2005 itself was more than be ample proof that there is reasonable basis for legitimate expectation
Rs.1, 508.14 lakh. If objector opted for option 2, it would receive and it should not be against the statute. As per the statutory provisions
Rs.1,104 lakhs over a seven year period. In such a situation, the of sections 255 and 256 and as per the Articles of Association, one
sacrifice of objector would be Rs.764.87 lakhs, i.e. 50.71 percent of third of directors had to retire in every annual general body meeting
the outstanding. If the objector would opt for option 4, it would receive and it was for the shareholders to elect. The petitioner Nos.1 to 4 and
Rs.276 lakhs in 2006-07. The sacrifice would be Rs.1,270.51 lakhs respondent Nos.5 and 14 were retiring and their eligibility to re-election
that would come to 84.24 per cent of the outstanding. Such a high was mentioned in the notice of general body meeting. In fact, notice of
sacrifice was oppressive to the objector and was unconscionable and annual general body meeting was approved in the board meeting in
unreasonable even from the point of view of a prudent man. which petitioner No.1 was present. All the six submitted their
nominations. In the instant case, there was full disclosure and
LW(S) 43.07.2007 retirement of one-third directors and election to that place was in
WESTFORT HI TECH HOSPITAL LTD. v. V.S.KRISHNAN [(2007) accordance with the Act and Articles of Association and theory of
76 SCL 185(Ker)], J.B.Koshy & M.N.Krishnan, JJ. [Decided on legitimate expectation had no application.
14.11.2006]
Companies Act, 1956- Section 255- Reappointment of GENERAL LAWS
directors- Retiring directors was not reelected- Whether doctrine
of legitimate expectation applicable- Held, No.
LW(S) 44.07.2007
TIME WARNER ENTERTAINMENT COMPANY, L.P.& ORS. v. RPG
Brief Facts: The respondent and others filed a petition before the
NETCOM & ORS. [140(2007) DLT 758 (DB)], Dr.Mukundakam
CLB alleging oppression and suppression. The CLB passed an order
Sharma, CJ & Sanjiv Khanna, J. [Decided on 15.5.2007]
rejecting most of the allegations. The company as well as the
respondents filed separate appeals against the CLB order before the Specific Relief Act, 1963 read with Copyright Act, 1957-
High Court. The High Court disposed of all the appeal under a common Permanent injunction- Infringement of copy right- Injunction against
judgment. One of the contentions raised by the respondents (retired broadcasting existing films and future films- Trial Court granted
directors) in their appeal, was that they were assured directorship in injunction with respect to existing films and refused to grant
the company and on their retirement they were not reappointed and injunction with respect to future films- Whether correct- Held, Yes.
that they were entitled to reappointment on the basis of the doctrine of Whether passing off action under tort could be made- Held, No.
Legitimate expectation. This portion of the judgment is digested here. Brief Facts: The appellant had filed eight suits, under the Copyright
Decision: Doctrine of legitimate expectation has no application in Act, 1957 against different defendants seeking permanent injunction.
company law. The defendants are providing cable television services through their
associates or affiliate companies, agents, franchisees or distributors.
Reasons: As regards re-appointment of retired directors on the
The appellant claimed injunction against broadcasting the films it had
theory of legitimate expectation, even though it was contended by the
made and also the future films that it may make. The Single Judge
petitioners that when they invested, they were promised that if the
granted injunction against the defendants for broadcasting the existing
professional investors would deposit rupees ten lakhs and non-
films on their cable network but refused to grant injunction against
professional would deposit rupees twenty lakhs, they would be offered
future productions. The appellants appealed to the Division Bench
directorship. The respondents categorically denied such agreement
seeking injunction against broadcasting of future films, inter alia, on
or understanding, either written or oral. Of course, it was true that
the grounds of passing off action under tort also.
when the company was made into a public limited company petitioner
Nos. 1 to 4 and respondent Nos.5 and 14 were inducted as directors Decision: Appeal dismissed
and then they were continuing. Reasons: Learned Single Judge by the impugned Order dated
The doctrine of legitimate expectation has its genesis in the field of 30th January 2006 after referring to a Division Bench judgment of this
administrative law. The Government and its departments, in Court in Mirabai Films Pvt. Ltd. v. Siti Cable Network and Ors, 2003
administering the affairs of the country, are expected to honour their (26) PTC 473 (Del) DB has passed an interim order restraining the
statement of policy. But the same cannot be extended to company respondent defendant from telecasting/screening/exhibiting the said
law. Doctrine of legitimate expectation is mostly confined to the right cinematographic films on their network and/or from allowing feed
of a fair hearing before a decision, which results in negativing a premise, signals to be used by the distributors, franchisees, assignees and
or withdrawing of an undertaking. For getting the benefit of legitimate cable operators for the purpose. However, it has been clarified by the
expectation, there should be a clear premise or a clear and learned Single Judge that the said interim order would operate only
unambiguous representation and burden of proof is on the person for the films, the list of which has been enclosed with the plaint. Learned
who claims the benefit on the basis of legitimate expectation. This Single Judge specifically rejected the prayer of the appellant plaintiffs
principle, that is applicable to administrative law, is unknown in company that interim injunction order should also be passed in respect of
law, in any event; in the instant case, it was not proved nay the cinematographic films, which have not yet been produced and will be
petitioners that there was any promise made by the chairman that made in future. Learned Single Judge referred to Section 18 of the
they would continue as directors forever because of their investment. Act and held that copyright in a cinematographic film comes into
Legitimate expectation is not the same thing as anticipation. It is existence only after the film has been produced and cause of action
ATTENTION STUDENTS!
ATTENTION STUDENTS
REVISED STUDY MATERIAL TRAINING
It has been observed that the students opting for undergoing 15
Students may note that 2007 series of Company Secretarial months training with Company Secretaries in whole-time Practice are
submitting the Contract of Apprenticeship and other relevant
Practice for Intermediate - Group II (Revised upto March 2007) documents and registration fees to the Institute after a considerable
is available. period of time. As per the Training Guidelines, the students should
submit the underlisted documents within 15 days from the
The procedures, forms, checklist etc. covered in the
commencement of training to enable the institute to take their
aforesaid study material have been revised keeping in training on record with effect from the date of execution of Contract.
view the changes necessitated by virtue of introduction (i) Contract of Apprenticeship in duplicate on a non-judicial stamp
paper of requisite value as applicable to the particular State, where
of the concept of MCA-21 and e-forms. Students are the contract is executed. The Contract should be executed by
advised to read the latest study material and keep both the parties viz., the trainee and the Company Secretary in
whole-time Practice. (ii) Statement of Particulars to be submitted
themselves updated with latest amendments/changes.
in duplicate for registration as a trainee (Part A & B). (iii) Rs. 50/-
Information in this regard is also appearing on the website being the Registration Fee.
of the Institute. If the aforesaid documents/information is not received within
the stipulated time, the training shall not be taken on record.
INTERMEDIATE EXAMINATION
19. PRESIDENTS Awarded to a candidate who Dipak Daga Foundation 21 565/800
SILVER MEDAL passes in all papers of the 28/1, Naba Gopal Course of (70.63%)
Intermediate examination, at Mukherjee Lane ICSI
first attempt, in one sitting, Shibpur Tram Depot
without claiming exemption in HOWRAH 711 102.
any subject and obtaining the (Roll No.9161
highest marks in the aggregate Regn. No.ER0229781)
taking into account the
performance of all successful
candidates provided that the
aggregate is not less than 55%.
20. JAYPEE Awarded to a candidate who Dipak Daga Foundation 21 565/800
GROUP passes in all papers of the 28/1, Naba Gopal Course of (70.63%)
PRIZE AWARD Intermediate examination, at Mukherjee Lane ICSI
first attempt, in one sitting, without Shibpur Tram Depot
claiming exemption in any HOWRAH 711 102.
subject and obtaining the highest (Roll No.9161
marks in the aggregate Regn. No.ER0229781)
taking into account the
performance of all successful
candidates.
21. KEDARNATH Awarded to a candidate who Aastha Choudhary (Ms.) Foundation 20 556/800
PRAHLADRAI passes in all papers of the 87, Mukta Ram Babu Course of (69.50%)
DHANUKA Intermediate examination, at Street ICSI
MEMORIAL first attempt, in one sitting, with KOLKATA 700 007.
AWARD out claiming exemption in any (Roll No.9396
subject and obtaining the Regn. No.ER0233250)
second highest marks in the
aggregate taking into account
the performance of all
successful candidates.
22. MAUJI RAM Awarded to a lady candidate Aastha Choudhary (Ms.) Foundation 20 556/800
JAIN MEMO- who passes in all papers of the 87, Mukta Ram Babu Course of (69.50%)
RIAL AWARD Intermediate examination, at Street ICSI
first attempt, in one sitting, KOLKATA 700 007.
without claiming exemption in any (Roll No.9396
subject and obtaining the highest Regn. No.ER0233250)
marks in the aggregate
taking into account the
performance of all such
successful lady candidates.
FOUNDATION EXAMINATION
26. SULTAN Awarded to a candidate who Abhishek Mukherjee Sr. Sec. 20 375/500
CHAND TRUST passes in all papers of 58/1, Kali Banerjee Lane (75.00%)
PRIZE AWARD Foundation examination, at first HOWRAH 711 101.
attempt, in one sitting without (Roll No.1204
claiming exemption in any Admn. No.EU0101462)
subject and obtaining the highest
marks in the aggregate
taking into account the
performance of all successful
candidates.
27. SULTAN Awarded to a candidate who Ananta Sangeet Sr. Sec. 19 364/500
CHAND TRUST passes in all papers of Kumar (Ms.) (72.80%)
PRIZE AWARD Foundation examination, at Indradarshan
first attempt, in one sitting, 16/405, Off New Link Road
without claiming exemption in Lokhandwala Complex
any subject and obtaining the Andheri (W)
second highest marks in the MUMBAI 400 053.
aggregate taking into account (Roll No.6777
the performance of all Admn. No.WU0165001)
successful candidates.
Student Company Secretary 26 July 2007
Student Services
28. SULTAN Awarded to a candidate who Chirag Dilip Mehta Sr. Sec. 19 363/500
CHAND TRUST passes in all papers of Flat No.4B, 2/2, Rammoy (72.60%)
PRIZE AWARD Foundation examination, at Road, Bhawanipur
first attempt, in one sitting without KOLKATA 700 025.
claiming exemption in any sub- (Roll No.1902
ject and obtaining the third Admn. No.EU0101791)
highest marks in the aggregate
taking into account the
performance of all successful
candidates.
29. DURGADEVI Awarded to a lady candidate Ananta Sangeet Sr. Sec. 19 364/500
SARAF who passes in all papers of Kumar (Ms.) (72.80%)
MEMORIAL Foundation examination at Indradarshan
GOLD MEDAL first attempt, in one sitting without 16/405, Off New Link Road
out claiming exemption in any Lokhandwala Complex
subject and obtaining the highest Andheri (W)
marks in the aggregate MUMBAI 400 053.
taking into account the (Roll No.6777
performance of all successful Admn. No.WU0165001)
lady candidates.
AHMEDABAD CHAPTER
.HE@=O5=JKH@=O CRDT
SIRC of 18.07.2007 SIRC Premises Deputy Director, SIRC of the ICSI, ICSI-SIRC House, New No. 9, Wheat
the ICSI to Crofts Road, Nungambakkam, Chennai-600034 Tel. : 044-28279898/
03.08.2007 28268685 E-mail : siro@icsi.edu/icsisiro@md3.vsnl.net.in.
The schedule of other SMTPs proposed to be conducted by NIRC, SIRC, Bangalore Chapter & Hyderabad Chapter 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, Hyderabad Chapter : (i) 17.09.07 to 04.10.07.
Hyderabad 11.08.2007 Chapter The ICSI-Hyderabad Chapter, # 6-3-609/5, Anand Nagar Colony,
Chapter Premises Khairatabad, Hyderabad-500004 Tel. : 23399541/ 23396494 Fax
No. : 23325458 E-mail : hyderabad@icsi.edu
EIRO of 18.08.2007 EIRO Premises Executive Officer, EIRO of the ICSI, ICSI-EIRC Bldg., 3-A, Ahiripukur
the ICSI 1st Lane, Near Beck Bagan Nursing Home, Kolkata-700019
Tel. : 22832973/22816541 Fax No. : 033-22816542
E-mail : eiro@icsi.edu
NIRC of 18.08.2007 NIRC Premises Executive Officer, NIRC of the ICSI, ICSI-NIRC Building, Plot No. 4,
the ICSI Prasad Nagar, Institutional Area, New Delhi-110005 Tel. : 25763090/
25767190, 25816593 Fax : 25722662 (STD CODE : 011)
E-mail : niro@icsi.edu/icsi@eth.net
The schedule of other ADPs proposed to be conducted by SIRC and NIRC during the year 2007 is as under SIRC : 15.11.2007, NIRC:
(i) 15.09.2007 (ii) 13.10.2007 (iii) 17.11.2007 (iv) 15.12.2007.
Kanpur Chapter 19.09.2007 Chapter Premises Kanpur Chapter of NIRC of the ICSI, 118/90, "GUMTI PLAZA"
of NIRC of the to Kausalpuri, Gumti, No. 5, Kanpur-208012 Tel. 0512-2296535
ICSI 14.09.2007 Fax: 0512-2212767, E-mail : kcics@sancharnet.in &
kanpur@icsi.edu
The schedule of other TOP proposed to be organised by NIRC during 2007 is as under:
NIRC : 10.09.2007 to 14.09.2007
STATUS OF TRAINING
(Period from 01-06-2007 to 30-06-2007)
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 31.05.07 month (upto 30.06.07) 30.06.07 31.05.07 the month taken for training 30.06.07
(upto 30.06.07)
15 Months in 10 81 69 22 25 30 35 20
Companies
15 Months with 05 18 16 07 15 81 79 17
CS in Practice
2. Exemption
1. Number of applications pending as on 31.05.2007 : 15
2. Number of applications received for exemption : 41
3. Number of exemptions granted : 43
4. Number of pending applications as on 30.06.2007 : 13
A rolling Shield would be presented to the winner of the National level event at the 35th National Convention of the Institute scheduled to
be held at Jaipur from 20th to 22nd September, 2007 without payment of Delegate fee. Moreover, a Certificate of Participation would also
be issued to all the participants of the National Company Law Quiz by EIRC.
For further details, interested students may contact their concerned Chapter/Regional Council
East 21st July 2007 22nd July 2007 22nd July 2007 ICSI EIRC Building, 3-A Ahiripukur I
Lane, Kolkata 700 019, Ph: 033 - 2281
6541/ 2283 2973
North 3rd August 2007 4th August 2007 5th August 2007 ICSI-NIRC Building, Plot No 4, Prasad
Nagar Institutional Area, Rajendra Place,
New Delhi 110 005 Ph: 011 2576 3090 /
2576 7190
South 28th July 2007 29th July 2007 30th July 2007 ICSI SIRC House, Old No 4 New No. 9,
Wheat Crofts Road, Nungambakkam,
Chennai 600 034, Ph: 044 - 2822 2212/ 2827
9898
West 11th August 2007 12th August 2007 13th August 2007 Vadadara Chapter of WIRC of the ICSI,
Office No. 1 (2nd Floor), Stop - N - Shop
Plaza (Offtel Tower II), R.C. Dutt Road,
Vadodara - 390007 Phone No. 0265-
2331498
NATIONAL 17th August 2007 18th August 2007 19th August 2007 The Institute of Agricultural Technologies,
I Floor, No 15, Queens Road, (Opp. Sanjay
Vani Ofice) Bangalore 560 052
The rules & regulations and the case for the competition is available at the local Chapter/Regional Councils and also can be
downloaded from the website of the Institute : www.icsi.edu
For any further assistance please contact
GROUP-I
28.12.2007 Secretarial, Management Tax Laws
GROUP-I
Friday and Systems Audit
29.12.2007 Financial, Treasury Management Information Systems
Saturdary and Forex Management & Corporate Communication
30.12.2007 Corporate Restructuring English and Business Company Law
Sunday Law and Practice Communication
31.12.2007 Banking and Insurance Basic Economics & Company Secretarial Practice
GROUP-II
Monday Law & Practice Business Environment
01.01.2008 World Trade Organisation
Tuesday International Trade, Financial Accounting Economic, Labour and Industrial Laws
Joint Ventures and
Foreign Collaborations GROUP-II
02.01.2008 Direct and Indirect Taxation Elements of Business Laws Securities Laws and Regulation
Wednesday Law and Practice and Management of Financial Markets
GROUP-III
03.01.2008 Human Resources Management and Information Systems and
Thursday Industrial Relations Quantitative Techniques
Delhi.
SECRETARIES OF INDIA
MODE OF PAYMENT
FOR PROMPT REPLY