NIRC-ICSI WISHES ALL THE MEMBERS A VERY HAPPY &

From the Chairmanspecifically dedicated to Company SecretariesBenevolent Fund.to study current subjects /topics and it will be inline of global standards.Revamping of the NIRO Child portalNational Convention:NIRC has revamped the home page of NIRO Childportal for easy access of the members and studentswith the facility of raising queries. The same waslaunched in November, 2011 in one of the seminarby Chairman, Company Law Board. The portal hasbeen made informative and content rich. It isheartening to mention here that we have also starteduploading the Newsletters, announcements andpresentations made in various programs at the childportal www.icsi.edu/niro. I am sure you all mustbe taking benefit of the same.The 39th National Convention of the Institute forthe year 2011 was organized in Northern Region atAgra. With the support of all the members it was ahuge success.Brand BuildingMedia and Press Conferences: In order to givepublicity about the profession in the print media/electronic media, press conferences were organizedall over Northern Region during the year 2011 and148 (one hundred and forty eight) print & electronicmedia covered the events of NIRC.Helpline / Helpdesk at NIRCCareer Awareness/ Investor Awareness Programs:In the year 2011, NIRC organized 274(Two hundredand seventy four) career awareness programs /career fairs at various schools and colleges in theNorthern Region. Also in partnership with Ministryof Corporate Affairs, NIRC has organized 20(Twenty) Investor Awareness Programs in the year2011.I am delighted to share with you, that in the monthof November, 2011, as per the desire of membersand students and with an objective to ease thecommunication with NIRC office, we have been ableto set-up the helpline at NIRC alongwith dedicatedReception Officer and dedicated Board no. 01149343000.Renovation of ICSI-NIRC BuildingCompany Secretaries Benevolent Fund(CSBF):The renovation of the ICSI-NIRC Building was oneof the main agenda for the year 2011. It gives meimmense satisfaction and pleasure to inform thatduring the year, we have appointed both Architectand Contractor for the renovation of building andthe work will commence shortly.In order to promote and strengthen the CompanySecretaries Benevolent Fund, NIRC has taken thefollowing initiatives during the year 2011:Research & Development ActivitiesAnnual Legal & Compliance Referencer, 2012: Forthe first time, NIRC has released an Annual Legal& Compliance Referencer, 2012, which contains interalia Compliances related to Company, event basedcompliances under SEBI Laws & Listing Agreement,List of frequently referred judgments, Synopsis ofSecretarial Standards, Synopsis of AccountingStandards etc. I am sure this will be of great helpfor our professional colleagues throughout the year.Transferred 5% of its surplus to the CSBF. Appeal for becoming members of CSBF ismade in Newsletter, MSOPs and othermembers programs.With dedicated efforts of NIRC, in the year 2011,total 163 (One hundred and sixty three) memberswere admitted to CSBF and Rs. 6,24,200/- (Six lakhstwenty four thousand two hundred ) contributedto the Fund.AcknowledgmentsLastly, to say that all these achievement are of minewould be unfair. As, without the contribution ofmy learned Council Colleagues all this would nothave been possible. I convey my sincere thanks andgratitude for efforts of my council colleagues formaking all these happen. I am also thankful to themembers of various functional committee(s) andConvener & Co-Conveners of Study Groups ofNIRC for their support and guidance and excellentwork.Research Paper Competition: NIRC has alsoorganized Research Paper Competition 2011. Theawards and the participation certificates weredistributed to the winners and the participants ofthe competition.Syllabus Review: In 2011, NIRC with the help ofits Oral Tuition faculties was able to provide itsvaluable suggestions to Syllabus Review Committeeof ICSI for revision in syllabus. I am sure, the revisedsyllabus will provide the opportunity to studentsJanuary, 2012 I am extremely grateful to Mr. Anil Murarka,President, ICSI and Mr. Nesar Ahmad,5NIRC-ICSI Newsletter

From the ChairmanVice President, ICSI, Mr. N K Jain, Secretary & CEO,ICSI and his team for their continuous guidance,encouragement and support throughout the year. Iam also thankful to all the Central Council Membersfor their continued support, Past Presidents of ICSI,Past Chairmen of NIRC for their blessings. I remainthankful to Ministry of Corporate Affairs, Office ofRegional Director (North), Office of the Registrarof Companies, Office of the Official Liquidator RBI,SEBI, Stock Exchanges, BSE SME Exchange,Chamber of Commerce, etc. for their continuedsupport throughout the year.OFFICE BEARERS OF THE NORTHERNINDIA REGIONAL COUNCIL OF THE ICSIFOR THE YEAR, 2012 (w.e.f. 19.1.2012)Mr. Rajiv Bajaj (FCS -3662): ChairmanCompany Secretary & CFOPanasonic AVC Networks India Co. Ltd.C-52, Phase II NoidaTel.: 0120- 2563054 / 4024500 Mobile : 9811453353Email : rajiv.bajaj@in.panasonic.comMr. Madan Gopal Jindal (FCS -2725) : Vice-ChairmanMy special thanks to all the Chief guests/Guests ofhonors/Guest Speakers and also to all the membersfor taking part in our initiative and making itsuccessful.M.G. Jindal & AssociatesCompany SecretariesNo:11,2nd Fl,Guru Har Rai, Complex, Nr Manju Cinema,Industrial Estate Road, Ludhiana-141003, PunjabTel.: -0161-2547441 / 4629441 Mobile : 9814170354Email : mgjindal@gmail.comI also sincerely appreciate the support I got fromeach and every Official and staff of NIRC and ofExecutive Officer at office of NIRC secretariatthroughout my tenure.Mr. Shyam Agrawal (FCS 6624): SecretaryAgrawal Shyam & AssociatesCompany SecretariesB-4, Om Shree Tower, Near Lotus DairyOpp J P Phatak, Tonk Road, Jaipur-302015,RajasthanTel.: 0141- 2744792, Mobile : 9314923451Email : agrawalshyam@hotmail.comLastly, I would humbly like to mention that I amgrateful to each every members of Institute andwould like to quote a couplet of a famous poet Dr.Shivmangal Singh FkdsigpkusNwVx;s]ijlkFk&lkFkpyjgh;kn&ftl&ftl ls iFk ij Lusg feyk] ml&ml jkgh dks /U;oknAMr. NPS Chawla (ACS-20415): TreasurerSenior AssociateVaish Associates, AdvocatesIst Floor, Mohan Dev Building, 13, Tolstoy MargNew Delhi 110001 (India)Phone: 91 11 49292557 (Direct)I congratulate the new team of office bearers ofNIRC, who will take charge w.e.f. 19th January, 2012and wish them success in all their endeavors.Mobile: 91 9958535300/9911140302, Fax: 91 11 23320484Email: npschawla@vaishlaw.com; npschawla@gmail.comFriends, I am of the firm opinion that with thecourage in our heart, conviction in our beliefs andwith clear objectives in our mind and with consistentefforts, we can always bring the desired change andresult. I would like to quote one couplet of NationalPoet Maithili Saran Gupt –ATTENTION MEMBERS /STUDENTSThe details of Members Programs likeSeminar, Conferences, etc. and soft copiesof NIRC-ICSI Newsletters & Students’programs viz EDP, SIP, PDP, MSOP,Students Activities, such as viz Moot CourtCompetitions, Elocution Competition,Essay writing, Company Law Quiz andStudent Conferences are regularly updatedon the NIRC Portal at ICSI website.oksns[kksikl[kM heafty]bafxrlsgesacqykrhgS]lkgllsc usokyksadsekFksijfrydyxkrhgSAJai Hind Jai BharatYours sincerely,To get updated information, Members &Students are requested to visit ourfollowing website regularly .5th January, 2012January, 2012(CS RANJEET PANDEY)chairman.nirc@icsi.eduMobile : 9810558049www.icsi.edu/niro6NIRC-ICSI Newsletter

Compliance ChecklistCOMPLIANCE CHECKLIST FROM 10TH JANUARY TO 10TH FEBRUARY, 2012Sr. ActivitiesNo.Sections/Rules/Clauses, etc.Acts/Regulations,etc.ComplianceDue Date1.Rule 9CENVAT Credit Rules,2004Listing Agreement10th JanuaryExcise Authorities15th JanuaryStock Exchanges15th JanuaryProvident FundAuthorities2.Submission of CENVAT Credit Return(December, 2011)Report on Corporate Governance3.Monthly payment of ProvidentFund dues (December, 2011)4.Quarterly TDS return in Form No.27(October-December, 2011 quarter)Excise & Service TaxSubmission of Shareholding Patternas at the end of the previous quarter(October-December, 2011 quarter)Payment of ESI contribution for theprevious month (December, 2011)5.6.SEBI Circular No.SMDRP/Policy/CDIR03/01 dated 22.1.2001Paragraph 38of EmployeesProvident FundsScheme,1952Section 195 readwith Rule 37AEmployeesProvident Funds andMisc. Provisions Act,1952Income-tax Act, 196115th JanuaryIncome-tax Rules, 1962Income-tax AuthoritiesClause 35Listing Agreement21st JanuaryStock ExchangesRegulation 3121st JanuaryESIC Authorities25th JanuaryProvident FundAuthorities25th JanuaryProvident FundCommissioner10. Submission of three copies of quarterlyresults signed by the Managing Directorand newspaper cuttings of quarterlyresults11. Issue of press release about BoardMeeting to consider quarterly resultsClause 41Employees StateInsurance Act, 1948Employees StateInsurance (Gen)Regulations, 1950The Employees'Provident FundsScheme, 1952Employees ProvidentFunds and Misc.Provisions Act, 1952SEBI (SubstantialAcquisition ofShares Takeovers)Regulations, 2011Listing AgreementClause 41Listing Agreement12. Announcement of Quarterly Resultsalongwith limited Audit Review of thesame by the AuditorsClause 41Listing Agreement13. Publish Quarterly ResultsClause 41Listing Agreement14. Intimation of date of Board Meetingto consider quarterly results15. Submission of Shareholding Pattern,Corporate Governance Report andQuarterly ResultsClause 41Listing AgreementClause 52Listing Agreement7.8.9.Monthly return of Provident Fundfor the previous month with respectto International WorkersMonthly return of Provident Fundfor the previous monthShareholding of persons holding morethan 15% shares of voting rightsJanuary, 2012To whom tobe submittedParagraph 36Paragraph 28 ofEmployees ProvidentFunds Scheme, 1952Regulation 8(3)7One month fromStock Exchangesthe end of Financial yearPromptly onStock Exchangespublishingquaterly resultsin newspapersImmediatelyOne nationalon informingnewspaper and onethe Stockregional newspaperExchangesWithin 15Stock Exchangesminutes ofclosure ofBoard Meetingin which theresults are placedWithin 48 hours One Englishof the conclu- newspaper andsion of theone regionalBoard Meeting newspaper7 days inStock ExchangesadvanceWithin suchSEBI CFD websitetime as specified by SEBINIRC-ICSI Newsletter

Compliance ChecklistSr.No.ActivitiesSections/Rules/Clauses, etc.16. Pay Service Tax in Challan GAR-7Acts/Regulations,etc.ComplianceDue DateTo whombe submittedtoFinance Act, 19945th FebruaryService Tax Rules, 1994Income-tax Act, 19617th FebruaryService Tax Authorities17. TDS from Salaries for the previous monthSection 68 read withRule 6Section 19218. TDS on Contractors Bills for January, 2012Section 194CIncome-tax Act, 1961Income-tax Authorities7th FebruaryIncome-tax Authorities19. TDS on Rent for January, 2012Section 194IIncome-tax Act, 19617th FebruaryIncome-tax Authorities20. TDS on Professional Services BillsSection 194JIncome-tax Act, 19617th FebruaryIncome-tax Authorities21. Submission of CENVAT ReturnRule 9(7)CENVAT CreditRules, 200410th FebruaryExcise AuthoritiesNote : Members are requested to check the latest position with the original sources. NIRC of ICSI is, any way not responsible for the result of anyaction taken on the basis of the above compliances published in the Newsletter.ADVERTISEMENT FOR “NIRC-ICSI NEWSLETTER”NIRC solicits your kind patronage in the form of advertisement for its Monthly Newsletter as per the tariff given below :Back coverInside CoverInside pageInside Half pageInside Quarter pageJanuary, 2012(Colour)(Colour)(Black & White)(Black & White)(Black & White)Per Issue(Rs.)15,00011,0006,0004,0002,50086 Issues(Rs.)80,00060,00033,00022,00013,00012 ICSI Newsletter

ArticleWHISTLE BLOWING AND PROFESSIONAL RESPONSIBILITIES*Naresh KumarMBA; LL.B; M.A. Economics; FCS; FICA Advocate, Business Laws & Visiting Professor IIFT, New Delhilife. They feel it their responsibility to expose wrongs andmisdeeds they see around them despite all harassment andpressure they are subjected to.Enron’s Sherron Watkins is a model role of whistleblower,who testified before the Congress the misdeeds of Enron’sexecutives, who were charged and convicted on herrevelations about accounting frauds. The former chairmanof Enron, Kenneth Lay, was also indicted on 11 counts ofconspiracy and fraud. The Times Magazine paid a tribute towhistleblowers by naming Sherron Watkins of Enron, ColeenRowley of the US Federal Bureau of Investigation andCynthia Cooper of World Com as its ‘Persons of the Year’for 2002, for their courage in exposing illegal and fraudulentacts of senior executives in their organizations.REGULATORY FRAMEWORKThe US has enacted the Sarbanes Oxley Act, 2002, forpreventing frauds and scams. The Act applies to the corporate,public and also government servants. The Corporate andCriminal Accountability Act and White Collar Crime PenaltyEnhancement Act have played an important role ininvestigation and prosecution of white collar corporatecrimes. In addition, the Racketeer Influenced and CorruptOrganizations Act also provides protection of whistleblowerswho raise voice against the wrong deeds of executives. Thelaw allows employees to file complaint with the LabourDepartment against unlawful retaliation againstwhistleblowers by any organization. The LabourDepartment, in the first instance of retaliation, imposescriminal liabilities of 20-year imprisonment and fine up toUS 5 million on any organization, if found guilty of firingor imposing punishment against any whistle blowingemployee as a measure of retaliation.Whistleblowers have so far filed thousands of cases againstcorrupt officers and auditors in multinational corporations.In almost all these cases, charges included accountingmanipulations, failure on the part of auditors and derelictionof duties by senior officers and directors.PREVENTIVE MEASURESMany reputed companies, including Johnson & Johnson,Heinz, General Electricals, Bayer, Xerox, Castrol, Citibankhave formulated and put in place whistle blowing policies,system and processes to enable their employees report anyirregularity in the organization to the Board of Directors,through a designated director, who is also a member of theAudit Committee.The system enables employees to report irregularities inthe company to the designated director by using a hotline ortoll-free number from any part of the organization. Allreported cases are promptly considered, investigated andappropriate action against defaulters.The backbone of the system is ‘ensuring confidentiality andprotection to whistleblowers’ disclose information or assistin detecting and stopping fraud. The protection extends toINTRODUCTION‘Whistleblowers’ play an important role in preventingcorruption, frauds and misfeasance by exposing misdeedsof officers in their organizations and companies. The conceptassumed great significance in the US in the wake of collapseof corporate giants like Enron, Tyco, Quest, Global Crossingsand WorldCom and the Xerox fiasco. In India, recent fraudsand scams like Satyam, 2-G Spectrum Asian Games, Housingand land allotments have brought into focus the need for aneffective policy, law and system to check and prevent tocheck frauds, scams and malfeasance in the government andcorporate. In this context, an attempt is made to discuss inthe policy, regulation and procedure of whistle blowingand the role and responsibilities of professionals.DEFINITIONIn the UK, the Committee on Standards in Public Life defines‘whistle blowing’ as raising concern about malpracticewithin an organization. According to the Public Concern atWork (PCAW) and the Open Democracy Advice Centre(‘ODAC’), whistle blowing is the options available toemployees to raise concerns about workplace wrongdoingswith managers, higher authorities in the organization andregulators. According to Boatright, John R in Ethics andConduct Business, 2003, whistle blowing is the release ofinformation by a member or former member of anorganization that is evidence of illegal and/or immoralconduct in the organization that is not in the public interest.Simply defined by Green Ronald M in the Ethical Manager,1994, “whistleblower is an employee who, perceiving anorganizational practice that he believes to be illegal orunethical, seeks to stop this practice by alerting topmanagement, or, failing that, by notifying regulatoryauthorities outside the organization. It emerges from thedefinitions that a whistleblower is an existing or formeremployee of a government agency or a businessorganization, who reports misconduct of superiors orillegalities in his organization to those responsible for takingcounteractive and remedial actions. The misconductgenerally refers to threats to public interests, frauds,corruption and violation of health, safety law andregulations.CONCEPTSimply stated, a whistleblower is a present or formeremployee of a company or an organization who reportsmisconduct to the concerned authorities that have powersto take corrective and punitive action against thewrongdoers. He ‘blows whistle’ to expose corrupt andunethical acts of officers and colleagues in their companiesand organizations to protect the interests of stakeholdersand society at large. He, by exposing misdeeds andmalfeasance within the organizations, serves public interest.In fact, whistleblowers are ethical people, a breed apart,driven by the urge to expose corrupt and dishonestexecutives. For them whistle blowing becomes a way of* This Article is an award winning Article in the Research Paper Competition, 2011 organized by NIRC.January, 20129NIRC-ICSI Newsletter

Articlethat is given to an employee does not extend to criminalimmunity. All it means is that his identify would be keptconfidential but action could be taken against delinquentson the basis of his disclosures. Further, if in the course of theinvestigation, evidence is discovered against thewhistleblower, he too could be prosecuted.Clause 49 of the Listing AgreementThe Securities and Exchange Board of India (SEBI) underClause 49 of the Listing Agreement (Sl.No.7 of AnnexureID) provides for the following ‘Whistleblower Policy’:“The company may establish a mechanism for employeesto report to the management concerns about unethicalbehaviour, actual or suspected fraud or violation of thecompany’s code of conduct or ethics policy. This mechanismcould also provide for adequate safeguards againstvictimization of employees, who avail of the mechanismand also provide for direct access to the Chairman of theAudit Committee in exceptional cases. Once established, theexistence of the mechanism may be appropriatelycommunicated within the organization.”all forms of retaliation including civil and criminal liability.In cases where complainants and witnesses are exposed tograve danger, their identity is changed and they are shiftedto far-off places. Such whistleblowers are provided alternateemployment, housing and other essential facilities.Direct Touc

CS P.K. Mittal, CS NPS Chawla and CS Rajiv Bajaj. Ms. M. Vedavalli, Deputy General Manager (Retd.), Reserve Bank of India, NIRC-ICSI WISHES ALL THE MEMBERS A VERY HAPPY & PROSPEROUS NEWYEAR 2012 Two day Capacity Building Workshop for PCS (3-4.12.2011): From L to R CS Manish Gupta, CS De