Monday, 9 October 2017

Book Review – 5th Edition of the book “Transfer and Transmission of Shares”

Recently, Bharat Law House published the 5th Edition of the Book “Transfer and Transmission of Shares”. The book is authored by Dr. KR Chandratre, Practising Company Secretary and Past President of the Institute of Company Secretaries of India. It covers a special chapter on Depository System.

In the Preface to the 5th Edition, the author states:
The book has always been acclaimed and received well by the companies and professionals as an authoritative commentary and practical handbook on the subject. It had once received appraise from one of the Chairman of the Company Law Board during nineties.”
The first Edition of the book was written by Dr. KR Chandratre in 1990. On October 5, 2017, I received following message from the author:
I’m happy to inform you about the release of the 5th edition of one of my books. The first edition of this book, released in 1990, was the first book I wrote in my life and I had written the entire manuscript of the book by hand and someone had typed it for me on manual typewriter.”
5th Edition of the book is based on the provisions of Companies Act, 2013 and the Rules made there under. It also covers relevant cases decided by Courts, CLB, NCLT/NCLAT reported after the release of 4th Edition until August 2017. The changes proposed by the Companies (Amendment) Bill, 2017, as passed by the Lok Sabha, are also incorporated at appropriate places. The book has a separate chapter on “Section 236 of Companies Act, 2013 – as proposed to be amended by the Companies (Amendment) Bill, 2017: Whether it mandates forced buyout of minority shareholders”.

The book covers commentary and case laws on shares, types of shares, forfeiture of shares, lien on shares, debentures, member, eligibility criteria to be a member of company, joint shareholders, share transmission and nomination, holding of shares in a wholly owned subsidiary company, share certificate. There is an exhaustive chapter on “Transferability of shares: Basic Principles” and “Transfer of shares: Law & Procedure”. Stamp duty is always an important and critical aspect for any instrument and there is a separate chapter on this topic. Declaration of beneficial interest in shares is an important issue where shares of the company are held by nominee and trust and there is a separate topic on the same covering commentary and case laws.

The Chapter on “Depository System – Law and Mechanism” covers exhaustive commentary on the Depositories Act, 1996 and SEBI (Depository Participants) Regulations, 1996 with necessary references to Banker’s Books Evidence Act, 1891. This part of the book, along with other Chapters, will be a great value addition for professionals working in listed companies and Regulators like SEBI and Stock Exchanges. In the book, there is an exclusive section on the gist of cases on Refusal to Register Transfer and Transmission of shares and the Remedies and Rectification of Register of Members. The section covers gist and analysis cases decided by CLB, NCLT/NCLAT, High Court and Supreme Court. It covers gist of cases on 417 issues, like nature and scope of jurisdiction of tribunals and Civil Court, power to grant injunction, ‘sufficient cause’, ‘unnecessary delay’, refund of consideration when transfer of refused, fraud or misrepresentation, forfeiture of shares, rectification when company goes in winding-up, arbitration, cancellation of stamps, refusal in respect of pledged shares, transferee member of rival group, transfer of shares of a sick company, etc. This part of the book, along with other chapters, will be a great value addition for professionals having litigation practice. For professionals working in the corporate secretarial department of companies, this section of the book will help you to understanding the judicial aspect of the transfer / transmission related provisions.

The book will be useful to corporate executives, professionals and also to law enforcing agencies such as MCA, SEBI, Stock Exchanges and the judiciary – NCLT and NCLAT.

For me, it is always an honor and privilege to contribute in updating the chapters of the book.

The book can be purchased here.

Preface to the Fifth Edition

Sunday, 1 October 2017

RBI’s James Bond on Demonetization, Bankruptcy Code & more…

(Image Source: Livemint )

RBI’s James Bond on Demonetization, Bankruptcy Code & more…

The book “I do What I do” has been one of the most awaited books (for me, at least) for 2017. The book is not just a compilation of the prominent speeches and research papers of Dr. Raghuram G Rajan but it gives adequate background of the same. In the commentary part of the book (i.e. background), Dr. Rajan explains the economic scenario, challenges faced by the Govt. / RBI at that point of time. For some of the speeches, he has given a reference to the media / social media hype that was created. Inspite of the fact that the book is a compilation of Dr. Rajan’s speeches, I feel that this book is a must read for all law, commerce and finance students and professionals. He gives a rationale of the decisions taken by RBI w.r.t. Foreign Exchange inflows and outflows, fight against inflation, economic growth, currency risks, Non Performing Assets, Monetary Policies, Jan DhanYogana, competition in Banking sector, debt markets, resolving stress in the banking system, independence of Central Bank, Financial Sector Legislative Reforms Committee Report (FSLRC) & many more..

Primarily, the book is divided into 3 parts viz. (i) RBI days, (ii) Global Financial Crises, (iii) Occasional Pieces. The first part, i.e. the RBI Days,covers almost 2/3rd of the book. It covers the first speech of Dr. Rajan as the RBI Governor and ends with his last official e-mail addressed to the RBI staff. For law and commerce students and professionals, this part of the book will be very interesting and relevant. The other parts of the book (‘Global Financial Crises’ and ‘Occasional Pieces’) will be relevant (and interesting) for finance students and professionals, as the information is quite ‘technical’.

Being a corporate law consultant, author and trainer, I have ensured the write-up focuses on Dr. Rajan’s view point on Insolvency and Bankruptcy Code (‘IBC’), large loan defaulters and demonetization. In fact, the purpose of purchasing the book was to understand the rationale of Dr. Rajan on the same.

Why the title “I do What I do”: The title of the book is quite attractive. Like other people, I was also very curious to know the purpose of having such title. Dr. Rajan explains the reason in the “Introduction” of the Book.In one of the press conference, Dr. Rajan was asked whether he was dovish like Yellen or hawkish like Volcker. He replied as “I understood what the reporter was asking, but I wanted to push back on the attempt to pigeonhole me into existing stereotypes. Somewhat jokingly, I started in a James Bond-ish vein, ‘My name is Raghuram Rajan…’ To my horror, mid-sentence I realized I did not know how to end in a way that did not reveal more on monetary policy than I intended. So with TV cameras trained on me, I ended lamely ‘…and I do what I do’”.

The sentence became the financial press headline the next day, with the details of monetary policyrelegated to the inside columns. On his daughter’s comments on the statement, he said “The commentary on social media even reached my usually supportive daughter, who emphasized her negative reaction to my unwitting sentence with repeated thumbs-down emojis!

Dosanomics: In late 2015 and early 2016, the inflation rate had come down and the banks had lowered deposit rates. However, few savers were unhappy, inspite of the fact that inflation had fallen much more than the rates on deposits. Earlier, the savers argued that they got paid 10% on their fixed deposits at banks, now they get 8%. Was that fair? Dr. Rajan explained that it was indeed fair, as the inflation had come down faster, so the real returns (in terms of goods and services they could purchase) on their savings were now higher. In his lecture at NCAER in Jan. 2016, Dr. Rajan gave an example of Dosa in relation to inflation. The media termed it as Dr. Rajan’s ‘Dosanomics’.

Job of the Governor: Dr. Rajan was the 23rd Governor of the Central Bank of India. His term was from Sep. 4, 2013 to Sep. 4, 2016. During his tenure as RBI Governor, he had regular meetings with Prime Minister Dr. Manmohan Singh and Finance Minister Chidambaram, and then when the Govt. changed, with Prime Minister Narendra Modi and Finance Minister Jaitley. On the least pleasant aspect of his job as RBI Governor, he stated that it was dealing with bureaucrats who were trying to undercut the RBI so as to expand their turf. In his last speech as the RBI Governor, he offered suggestions to the Govt. on how to reduce these unproductive frictions.

On RBI Governor’s work profile in relation to other public administration job, he states that “The job of Governor is probably the most fulfilling job any Indian economist could aspire for. There were many days when I went home tired but happy that we had really made a difference. There are very few jobs in public administration where one can say this because one is always hemmed in by the need to get the concurrence of other organizations, and turf battles make it hard to move forward. At the RBI, on many issues the decision was ours, and ours alone, so progress was feasible and continuous. This also meant that the job weighed constantly on my mind, for I had to keep asking what more we could do, given the possibilities were endless. Putting a policy economist in the Governor’s job is like letting a kid loose in a candy shop!

Demonetization: Dr. Rajan was asked many questions by Reporters on Modi Govt.’s bold move of demonetization, but he refused toanswer for sometime. In the book, Dr. Rajan has given a summarized opinion and background to such ‘bold’ move. He has stated that:

“I was asked by the government in February 2016 for my views on demonetization, which I gave orally. Although there might be long-term benefits, I felt the likely short term economic costs would outweigh them, and felt there were potentially better alternatives to achieve the main goals. I made these views known in no uncertain terms. I was then asked to prepare a note, which the RBI put together and handed to the government. It outlined the potential costs and benefits of demonetization, as well as alternatives that could achieve similar aims. If the government, on weighing the pros and cons, still decided to go ahead with demonetization, the note outlined the preparation that would be needed, and the time that preparation would take. The RBI flagged what would happen if preparation was inadequate.
The government then set up a committee to consider the issues. The deputy governor in charge of currency attended these meetings. At no point during my term was the RBI asked to make a decision on demonetization.”

Incidentally, such a revelation comes at a time when the RBI report’s claim that 99% of the demonetized notes were returned to the banks. This may have an impact on the NDA Govt.’s performance in the upcoming general elections.

Resolving Stress in Banking System: The Insolvency and Bankruptcy Code, 2016 was not effective during Dr. Rajan’s tenure as RBI Governor. Therefore, with an objective to resolve the stress in banking system, RBI had introduced number of Schemes for facilitating bank resolution of distress. The Schemes were repeatedly re-examined to see how they could be tweaked to facilitate resolution. Dr. Rajan, in his commentary, said that “Unfortunately, with the exception of a few hard-charging and conscientious bankers, the general mood among the bankers was to continue to extend and pretend. They feared they would be held accountable for any concession they made, and constantly (and perhaps understandably) avoided taking decisions

In the postscript to one of his speech, Dr. Rajan has appreciated the efforts taken by the NDA Govt. in enacting Bankruptcy Code and amending various acts governing debt recovery by making them less easy to game. He concludes by stating that “These are important steps forward in rectifying the balance between borrower and lender in India. However, the operational effectiveness of these changes needs to be tracked, and further amendments enacted if necessary, until we have a resolution system that works in a rapid, fair and transparent way.

Large Promoter Defaults: In one of his lectures, Dr. Rajan deliberated on the large borrowers, their defaults, role played by the public sectors banks and taxpayer’s money. He said that the reason we are willing to protect the borrower against the creditor is that the hated moneylender looms large in our collective psyche. He stated that the large borrower today is not a helpless illiterate peasant and the lender today is typically not the “sahukar” but a Public Sector Bank. He opined that “When the large promoter defaults wilfully or does not co-operate in repayment to the Public Sector Bank, he robs each one of us taxpayers, even while making it costlier to fund the new investment our economy needs”.

In a very interesting conclusion, which has an importance in the present economic scenario, he said that the solution is not more ‘draconian laws’ (which the large borrower may well circumvent and which may entrap the small borrower), but a more timely and fair application of current laws. He said that India needs new institutions such as Bankruptcy Courts and turn around agents. He concluded that “We need a change in mindset, where the willful or non-co-operative defaulter is not lionized as a captain of industry, but justly chastized as a freeloader on the hardworking people of this country”.

Indeed, Dr. Rajan rightly points out that it is quintessential, we need a change in the mindset to resolve the ever increasing problems of NPA’s or else it will also be rendered like any other law with laudatory intent. It remains to be seen how far does the Bankruptcy Code remains true to its intent and objective.

Good Bye RBI: The book contains the letter addressed by Dr. Rajan to the RBI staff. He stated that RBI has done far more than what was laid out in the initial statement, including helping the Govt. reform the process of appointing public sector bank management through the creation of the Bank Board Bureau, creating a whole set of new structures to allow banks to recover payments from failing projects, and forcing timely bank recognition of their unacknowledged bad debts and provisioning under the Asset Quality Review (‘AQR’).

He stated that, internally, RBI has gone through a restructuring and streamlining, designed and driven by our own senior staff. He said that “We are strengthening the specialization and skills of our employees so that they are second to none in the world” In the letter addressed to the RBI staff, he states that “I am an academic and I have always made it clear that my ultimate home is in the realm of ideas. The approaching end of my three-year term, and of my leave at the University of Chicago, was therefore a good time to reflect on how much we had accomplished.

As I said earlier, this book is a must read for all law, commerce and finance students and professionals. As a reader, you will know more about the RBI, its working, co-ordination with other Ministries, etc.

Special Thanks to Aayush Mitruka, a lawyer based in Delhi, for his valuable inputs and suggestions.

Saturday, 18 June 2016

Whether Social Media Regulations is necessary for ICSI elected professionals? - Question is in the larger interest of the CS Profession.

Yesterday (June 18, 2016) was the AGM of Pune Chapter, ICSI. The Chairman elaborated the activities undertaken in the last 6 months and the activities that would be undertaken in next 6 month by ICSI, Pune Chapter. The efforts of Pune Chapter are much appreciated on that front.
I raised an issue (which is not specific to any CS professional), however it was in the larger interest of the CS profession, its sustainability and the long-term impact on the other professional. The issue was “Whether ICSI needs to have social media usage Regulations for its elected central council members, regional council members and city committee members (‘elected CS Professional’)”. The issue is specifically with respect to usage of Facebook in the recent past by certain elected CS Professional.

There are certain representations made by ICSI to various Govt. Dept./Ministry and MoUs are signed with certain Universities/Institutes. ICSI communicates such initiatives through e-mail or through Chartered Secretary. I personally don’t think that such representation by elected CS Professional should be made by Facebook check-in, with photos and brief description about the representation made or MoU signed. The elected CS Professional is representing ICSI, and not in personal capacity, and hence such publicity or announcement on Facebook is unwarranted. ICSI will do, and has been doing for many years, about the announcement of such initiative taken. It is not apt for such elected CS Professional to report such initiative on their own on Facebook, because of which the whole sanctity of ICSI and ICSI’s reporting is not maintained. With respect to any decision taken or initiative taken, it’s time of announcement is the prerogative of ICSI and not of any elected CS Professional. It can also be said that the fiduciary duty is breached by elected CS Professional, wherein he / she acts in competition to the ICSI w.r.t. reporting mechanism and dissemination of information.

Also, this particular activity may go against the elected CS Professional in the long-term, when he / she is again contesting elections, wherein his ‘competitor’ or whoever will ask him / her or ICSI about the status of the representations made by him / her to the Govt./Ministry.

Secondly, CS members actively participate in various national seminars, national conventions, regional conferences and conclaves. The chief guest for the functions are CEOs/CFOs/Chairman of BSE-30 / NSE – 50 companies, Ministers of various States, BSE Chairman, NSE Chairman and many dignitaries are present on the dais for such esteemed functions. At the same time, there certain elected CS Professional present on the dais. In my personal views, selfies with such heavy dais should be avoided by posting on the Facebook. I personally opine that the sanctity of the dais, the members present on it and ICSI is diminished because of such social media updates. Please note, I am not against taking selfies, however, I am against updating the social media with such selfies. I feel that such updates needs to severed as early as possible.

Also, such social media updates are not the appropriate examples for young CS who would contest elections in near future. It may happen (in the long term) that the performance of elected CS Professionals may be measured by social media updates and not the actual recognitions received by ICSI by the efforts of elected CS Professional. It is necessary to break such trend, in the larger interest of the profession.

It’s time for ICSI to think whether Social Media Regulations is necessary or the internal Code of Conduct is sufficient to take care of such issues. I repeat, the issue not against any elected CS Professional, however it is in the larger interest of CS profession.

Wednesday, 1 April 2015

Celebrating 1st Birthday of Companies Act, 2013

On the April fool’s day of 2014, the Companies Act, 2013 (‘Act’) was ‘born’ and since then Govt. and professionals across India are trying to nurture the ‘new born baby’. For quite a few months, the Act was referred as ‘New Act’ in various professional journals, TV shows, interviews, various seminars and conferences. Now, it’s high time that we consider that the Act is no more ‘new’, and shall be referred to as ‘Companies Act, 2013’ only.

Frankly speaking (to which most the professionals will agree), the journey has not been very smooth for the Act and probably will not be smooth for next 2-3 years. Top – 10 most debatable issues (can be 50+ also, but restricting myself) discussed in 2013 – 2014 were:
  1. Deposits – Whether to file Form DPT with RoC? / Whether to refund or not?
  2. RPTs – What is ‘arms length’ & ‘ordinary course of business’?
  3. CSR – Whether the provision is valid & whether the provision is mandatory?
  4. Loans to Directors – No need to even explain the way it has affected the corporates.
  5. Auditors Liability to report ‘fraud’
  6. ‘Independence’ of Director
  7. ‘Other services’ by Statutory Auditor
  8. Scope of Secretarial Audit
  9. Status of ‘holding company’ / ‘subsidiary company’
  10. New wild animals like MGT – 14 & MBP – 1.

Based on this background, the Govt. introduced Cos. Amendment Bill, 2014 which had trivial issues like: common seal not being mandatory, minimum paid share capital threshold eliminated, ‘special resolution’ replacing ‘ordinary resolution’ for RPT compliance etc. – with an objective to ‘ease of doing business in India’.

If the govt. actually intended ‘ease of doing business, then they should have introduced some more amendments, with a broader perspective and long term vision. Govt. has lost a golden opportunity in amending the Act and let’s hope that they understand (within these 4 years) that the business has definitely not eased.

It will now be a herculean task for the Govt. to bring another amendment bill, getting it approved by the cabinet and then passing in LS & RS. Presently, the Companies Amendment Bill, 2014 has been passed in LS only and not in RS.

During the 12 months journey, there were numerous circulars / notifications / clarifications / MOST AWAITED - draft notification / Removal of Difficulty orders etc. were issued – but all these have not resolved core issues faced by professionals and India Inc. The draft notification is / was the only ray of hope for private companies.

To add more to the instability and uncertainty in Cos. Act, 2013 – the validity of NCLT matter is before Supreme Court’s Constitution Bench and there is very high possibility that it will be struck down (Based on the recent judgments, which struck down NTT or IPAB’s constitution). This is definitely going to be time consuming process.

Considering the industry expectation for ‘doing business easily’ and the govt. offering unwarranted ‘ease’, there is still a long way to go for the Companies Act, 2013 to settle down. The professionals need to refer both Acts for few more years as switching completely to Companies Act, 2013 will take time. The professionals need to be in their student-rooms for some more time.

On a lighter note, Companies Act, 2013 needs Batman (~ Gotham needs Batman).

Monday, 16 February 2015

MCA Order issued to multiply the difficulty & not remove it!!

On February 13, 2015 (a day before Valentines Day) – Ministry of Corporate Affairs – ‘proposed’ to introduce the first Removal of Difficulty Order (‘RoD Order’) of 2015 to give some relief to the corporates.

The RoD Order may have provided ‘relief’ but has definitely raised a fundamental question – Can the MCA interfere in the wordings of Companies Act? Or broadly speaking, can any Ministry / Dept. amend the law without the same being placed & passed by the Parliament? This is a very crucial question that needs to be answered / studied by all - because, we would soon celebrate 1 year birthday of Companies Act, 2013 – and many more RoD Orders, Circulars and Notifications will be issued, which are just creating confusion.

Vide RoD Order dated February 13, 2015, MCA has introduced two amendments: (1) It has clarified the definition of small company, by replacing the word ‘or’ with ‘and’ i.e. to ensure that company is a ‘small company’ and satisfies both conditions – prescribed paid share capital AND turnover (earlier, any one condition was required to be satisfied). Even, before the issue of this RoD Order, some senior professionals were of the firm opinion that both conditions were required to be satisfied. (2) It has introduced an exception to Section 186 of Companies Act, 2013 (relating to ‘Loans and Investments by Co.’). Not just one word is replaced, but a whole sentence is introduced, whereby some companies will be excluded from compliance of Section 186 w.r.t shares acquisition in ordinary course of business.

If the RoD Order (‘amendment introduced’) is read along with Section 186(11), then Section 186(11)(b)(iv) is: “Nothing contained in this section, except sub-section (1), shall apply to any acquisition made by a banking company or an insurance company or a housing finance company, making acquisition of securities in the ordinary course of its business.”

The RoD Order relating to Section 186 ought to have been drafted in following way: “Nothing contained in this section, except sub-section (1), shall apply to any acquisition of securities in the ordinary course of business by a banking company or an insurance company or a housing finance company.”

Firmly believe that removal of difficulty order needs to be renamed as “Multiplying the Difficulty Order”. 

The way things are going for Companies Act, 2013 – I really feel terrible for all the three professions – CS, CA, CWA. Were we all destined for so much confusion and ambiguity after years effort on Companies Act?? It’s really distressing to see professionals fighting on issues like applicability / implementation / procedural / interpretation. Also, we, as professional are not worried about the documentation involved in compliance; but we are worried about the ambiguity in complying in law due to absurd drafting. To top it all, the Amendment Bill, 2014 has virtually done nothing for the corporates at large. Let’s find procedure to bring back Companies Act, 1956. We don’t want small co. / CSR / Independent Directors / onerous Directors Responsibility Statement (which is actually an ‘affidavit’) / class action suits etc. We were happy before!

Thursday, 20 November 2014

Emotional Blog, and the first one!

With loads of emotions and thoughts process, I finally make my debut in the world of Blog! Over a period of time, have gone through quite a few blogs and have observed that people write a lot about social / political / civic and health issues in India & abroad..

This blog is not at all about any social issue, but its a compilation of my thoughts about one of my professional assignments (Teaching) and my experience in it, till now. Please note that this blog is straight through the heart without intention to criticize any person / organisation. Also, please note that through this communication, I have no intention to blow my own trumpet. Here it goes....

It all started in Feb. 2013, when I was working with a Chartered Accountant Firm in Pune. One fine afternoon, got a call from CA Pratik Neve and he asked if I can teach one student few subjects of Company Secretary ('CS') Course - Executive Level [Company Law & Securities Laws]. With no second thought, decided to go ahead with the proposal. Had no absolute idea about syllabus content / required teaching hours or day / whether portion will be completed within time or not etc. And most importantly, was experimenting and testing myself - whether i have got requisite skills to teach / explain any concept in Companies Act. Since working, i decided to teach early morning and then leave for office.

After teaching one student for approximately two months, believe it or not, had decided to quit my job and start teaching and explore the untapped area of 'Academics'. In the next batch - there were 3 students for CS Executive Syllabus [Company Law & Securities Laws]. Taught this batch, when i was serving my notice period. Quite a few times, had to visit Mumbai for work and the next day, had to take a batch early morning. Travel time was utilised for revising and being thorough with syllabus. CS Executive Exam was in first week of June 2013 and with students co-operation, was able to complete portion by May 15, 2013.

Later, decided to venture into teaching CS Professional Course along with CS Executive Course. It was really amazing feeling to get a good response of students / get their feed backs. The number of students increased manifold and from 4 students in June 2013 attempt, i had (with CA Pratik's grace) 35 students for CS Executive & Professional Course for December 2013 attempt. Was really blessed by such development and student's response. Also got an opportunity to teach CS Executive and Professional students for June 2014 and December 2014 attempt. Probably, the total student count has gone beyond 150.

Have always ensured that students refer Module / Study material provided by ICSI. Even when i prepared notes (for the satisfaction of students), ensured that the information / content is in alignment with study material provided by ICSI. Always feel that, this is the best source to learn from. Ironically,in Pune at least, ICSI study material is the most discouraged material. Really feel hurt by weird comments by professionals / professors / teachers on study material. Have always said that study material is prepared by referring 5/8 professional / reference books and ICSI has done commendable job in compiling the same and presenting before students. Some professionals / professors / teachers term the Study material as "raddhi". My only concern is, when students are undergoing 15 months Training / Internship - are not acquainted with full / adequate information - which that professionals / professors / teachers has omitted at the time of preparing notes. Also, the "Notes" are extremely exam oriented with no detailed explanation and all relevant case laws case being omitted. By this, the knowledge of CS Student is very exam-oriented, and probably the student will not grow as "Professional" as expected since, he has not develop the skill of reading the right material at the right time. For ensuring that ICSI study materials are referred by students, some awareness and efforts are required by ICSI, whereby implementation shall be Members of ICSI.

Also, I have observed that teaching, in Pune, atleast has become more of 'business' rather than 'profession' (which ought to be 'noble'). General observation (nothing specific), the professionals / professors / teachers are just involved in 'marketing techniques' to develop a student base rather than focusing on content to be taught. Probably, there could be cheap marketing techniques that are developed to lure / attract students. I am not against the concept of marketing; but I am against the concept of 'cheap marketing'. Also, there is a thin line difference between the two and the best judge to know the difference are respective professionals / professors / teachers. Due to these techniques and strategies, I think that concerned professional / professor / teacher may lose basic essence of teaching i.e. passion to gain knowledge and share the same. Therefore, it's necessary to keep a balance of teaching & marketing. Most importantly, marketing is taken care by providing best teaching services to your students and having some patience to this element.

Teaching is a continuous learning process whereby, the concerned professor is not just required to read / refer the text but he / she is required explain the students practical implication of it by quoting some relevant / known examples. For knowing these examples, the professor / teacher should acquire knowledge by reading related material / newspaper. If this action is not taken, then after teaching two batches, the whole activity of teaching becomes "popat-panchi". The professors / teachers ought to provide adequate information other than study material. You may not believe, but in most of my training sessions - i taught students on subject like - how to read business newspapers, discussed on relevance of corporate news with CS syllabus, discussed relevant provisions in law, discussed and read Notice, Directors Report, Corporate Governance Report etc.

Also, students are not dumb to know the knowledge level of the professor / teacher. They know much better as they have attended sessions of 3 / 4 other professors. What i mean is, never under estimate your student or try to play games with them. "students apne 'baap' hote hain"..!!

As always said, I request every student to be part of ICSI either as part of active participation / volunteering in ICSI activities because, first, we are first the students / members / torch bearers of ICSI and then of any other class / academy.

Through this blog, would like to mention that due to some other professional commitments, have decided to take a break from teaching for 3-4 months. Will definitely miss drawing flow charts, explaining the concepts and practical implication of the same. Also, will miss "drafting resolutions" in the class, whereby students (actually) recite resolutions after understanding the knack of drafting it.

Its really heartening for me to even think and write that I wont be able to teach for such time. In the last 2 years, this teaching profession has given me a lot of proud moments - e.g. when students convey their CS results, knowing that your student has scored 70 out of 100 in theory / mundane subject, knowing that students have become qualified CS, understanding that student is now your friend, discussing various provisions Companies Act with students - who are now CS, celebrating Guru Pournima and Teachers day and many more....... Dear Students, it gives me immense pleasure in updating the contact list from "Students" to "Professionals".

Would like to thank CA Pratik Neve, my childhood friend, for introducing me to this profession and maintaining it as profession. Would also like to thank all my students for their continued support and keeping the faith. Ensuring to keep all my students professionally updated.

Adios guys..!

Will be back soon!!

CS Gaurav Pingle.