Latest News From M.C.A site & ICSI (09-03-2011)

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PAYMENT OF COMMISSION TO NON-WHOLE TIME DIRECTORS OF THE COMPANY UNDER SECTION 309(4)(b) OF THE COMPANIES ACT, 1956

MCA, vide General Circular No. 4/2011 dated 4th March, 2011, has decided that a Company shall not require approval of the central government for making payment of remuneration by way of commission to its non-whole time directors in addition to the sitting fee if the total commission to be paid to all these non-whole time directors does not exceed 1% of the net profit of the company if it has whole time director(s) or 3% of the net profit of the company if it does not have a managing director or whole time director(s).

A copy of the General Circular No. 4/2011 dated 4th March, 2011 is attached herewith or you may visit the following link to get the Circular:-https://www.mca.gov.in/Ministry/pdf/Circular_4-2011_4mar2011.pdf

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MINISTRY OF CORPORATE AFFAIRS NOTIFIES SECTION 5,6,20,29, 30 & 31 OF COMPETITION ACT, 2002 WITH EFFECT FROM JUNE 01, 2011

March 08, 2011

Dear Professional Colleagues,

The Ministry of Corporate Affairs has notified long awaited Sections 5, 6, 20, 29, 30 & 31 of the Competition Act 2002 with effect from June 01, 2011

Section 5 deals with Combination (threshold limits).

Section 6 deals with Regulation of Combinations

Section 20 deals with Inquiry into Combination by Commission

Section 29 deals with procedure for investigation of combination

Section 30 deals with procedure in case of notice under Section 6(2)

Section 31 deals with orders of the commission on certain combinations

Highlights of the notifications

Ø The notification exempts an enterprise, whose control, shares, voting rights or assets are being acquired has assets of the value of not more than Rs. 250 crores or turnover of not more than Rs. 750 crores, from the provisions of section 5 of the Competition Act 2002 for a period of five years.

Ø The notification exempts the ‘Group’ exercising less than fifty per cent of voting rights in other enterprise, from the provisions of section 5 of the Competition Act 2002 for a period of five years.

Ø The notification enhances the value of assets and the value of turnover, by fifty per cent for the purposes of section 5 of the Competition Act 2002 on the basis of the wholesale price index.

The notifications are available at the link https://www.mca.gov.in/Ministry/notification/pdf/Notification_4mar2011.pdf

The draft Regulations are available at the link https://www.cci.gov.in/images/media/Regulations/DraftCombinationRegulation.pdf

The notification of these provisions will open opportunities for Company Secretaries in Practice. The Competition Act, 2002 authorises Company Secretaries in practice to appear before Competition Commission of India and Competition Appellate Tribunal. Besides, there are a number of concepts, terms such as value of assets, turnover, determination of market, relevant market, geographic market which will require active professional involvement and advice.

Regards,

CS N K Jain

Secretary & CEO

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ICSI Invites Suggestions on the Finance Bill, 2011

The Institute of Company Secretaries of India invites suggestions on the direct and indirect tax proposals of the Finance Bill, 2011 for consideration and inclusion in the Post Budget Memoranda, 2011 on Direct Taxes and Indirect Taxes to be submitted to the Ministry of Finance.

Suggestions on the Finance Bill, 2011 may be sent to Mr. Balwant Kulkarni, Advisor at ICSI-CCGRT on his email ID : abkk @ ymail.com latest by 10th March, 2011.

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Announces!!!

8^th Residential Management Skills Orientation Program

Saturday, May 14th to Sunday, May 29, 2011.

ICSI - Centre for Corporate Governance, Research & Training (CCGRT) is organizing its 8th Residential Management Skills Orientation Program (MSOP) from Saturday, May 14th to Sunday, May 29, 2011.

All the final passed candidates from anywhere in India and having completed TOP and Management Training or been exempted from training are eligible to attend.

For details and registration interested students may email to the Program Co-ordinator R-MSOP, ICSI-CCGRT, Plot No. 101,Sector – 15, Institutional Area, CBD Belapur, Navi Mumbai – 400 614.

' (022) 4102 1504-5/ (022) 27577814 Fax : (022) 2757 4384.

Email : ccgrt @ icsi.edu