JAYCEE HERALD
JUNE 2015
Index
a) Foreword b) President’s Message c) From the shelves of JCI Trichur Library -JCI Sen. Ranjith Kollannur d) )Company Secretary writes–Jc CS. Ramachandran TM e) Kids’ Corner f) Achievements Corner g) JCI News h) Photographs i) Birthdays & Anniversaries in July
FOREWORD
It was a very happy moment for all of us when our small attempt in short film making was premiered in our last family GB. It was well received by our members and the award night we conducted in connection with the Premiere got a very good appreciation from the professional technicians. I would like to thank and congratulate all of you for this achievement. Also, I request you to keep sending us your articles, stories, paintings, drawings, puzzles and other creative work so that our Jaycee Herald can be more colourful. Thank you very much once again and happy reading.
JC Ajay Kumar Editor
PRESIDENT’S MESSAGE
We are proud to have our eighth issue of Jaycee Herald. This platform was created to unearth the talents inside our members, we will be really happy if this small attempt can make a small difference. I request all the members to keep contributing and we can make this small bulletin a worthwhile read. Through the month…. June, along with the school opening, brought in the much needed monsoon and the monsoon brought in a little respite from the summer heat. June was also exciting for JCI Trichur, our first attempt in short film making was very successful. It was a very proud moment for JCI Trichur members to have a premiere of their own film in our Family GB. All our family members were full of appreciation to Director Sanoj, Actors , CA. Shajan, Sudhir Achuthan and Ajay Kumar who have done their part very well. It was well accepted in the “Youtube” also with more than 2500 viewers in the first month. Our ZVP Rajanish conducted a chapter assistance visit during the month and motivated our members for future action. Also we had a training on selling skills by JC. Jayadeep of Paravur Chapter who did a wonderful job. Jcrts of JCI Trichur had a get-together and a discussion was held on ‘Health issues and life style diseases among women’. The discussion was lead by Dr. Sangeeta who did a great job. Also a new initiative “baby shower” was conducted which was well received by jcrts members.
Jcrts also did a wonderful programme at “Sevasadanam” a girls orphanage in Trichur. Jewellery making class was held in the sevasadhanam for the benefit of its inmates. The faculty of the training was Jc. Vinitha who did a marvelous job and the feedback we received from the authorities was very good. Vinitha was ably assisted by Jain Varghese, Lypsy Byju and Jcrt Chairperson Swapna. Jcrt wing had also donated hundred plus frocks to the inmates of Sevasadanam earlier this month. Data for our Business Directory is almost ready. It was a wonderful effort by JC. Manoj K V who collected the complete data in a record time. Coming days are busy days for JCI Trichur as lots of activities are planned. Let us unite to make an Impact… Five wise men got lost in the forest. The first one said: – I will go the left – my intuition tells me that. The second one said: – I will go the right – because “the right” comes from the word “rightness”. The third one said: – I will go back – we came from there, it means I will go out from the forest. The fourth one said: – I will go straight – we should move forward, the forest will end and something new will open. The fifth said: – You are all wrong. There is a better solution. Wait for me. He found the tallest tree and climbed into it. While he was climbing everyone else scattered towards their own sides. From above he saw where they should go to leave the forest faster. Now he could even see in what order the other wise men will reach the end of the forest. He climbed higher and saw the shortest way. He understood the problem and found the best solution! He knew that he did everything right. And
the others were wrong. They were stubborn and they didn’t listen to him. He was the real Wise Man! But he was wrong. Everyone was right. The one who went to the left, found himself in the thicket. He had to starve and fight with wild animals. But he learned how to survive in the forest; he became a part of the forest and could teach others the same. The one, who went to the right, met thieves. They took everything from him and made him steal with them. But after some time, he had woken up something in those thieves that they have forgotten – humanity and compassion. The remorse was so strong in some of them, that after his death they also became the wise men. The one, who went back, made a pathway through the forest, which soon became a road for those who wanted to walk in the forest without being afraid of getting lost. The one, who went straight, became a pioneer. He visited the places where no one else was and opened wonderful new possibilities for people, amazing healing plants and magnificent animals. The one, who climbed into the tree, became a specialist of finding short ways. People turned to him when they wanted to find the fastest way to deal with their problems, even if it didn’t lead to any development. This is how the five wise men reached their destiny. All actions will bear fruit, but we have to make the first small step. Let us act……. NOW.. Thanking you, Yours truly Jc HGF CA Manoj Kumar.M President
From the shelves of JCI Trichur Library The Ghost Writer by Robert Harris
Publisher – Random House; Year of Publication – 2010; Pages – 400 Ghostwriting is a rather thankless profession. No, they don’t write for scary ghosts who drain your blood with fear. They write books for other people, but do not get credited for writing them. For example, many autobiographies these days are written by ghostwriters, not by the authors themselves. At times, they get credit with their name mentioned as a co-author, but most of the times they don’t. Well known ghostwriters include the classical composer Mozart and horror maestro HP Lovecraft. Then there are “authors” created by teams of ghostwriters – Franklin W Dixon and Carolyn Keene.
The narrator of our novel for review is one such ghostwriter. He has been drafted in the last minute to write an autobiography, on account of the previous ghostwriter ending up dead. Stepping into a dead man's shoes is never easy, especially when it may have been the job that led to his death.
If those circumstances weren’t suspicious enough, the nature of the author makes the situation even more ominous. The author in question is a former British Prime Minister who has to face charges of war crime. Now the narrator has been brought to a secluded island in US where he has to unravel the secrets of the premier’s past and still avoid the fate that met his predecessor. The suspicious death of the previous ghostwriter opens up a mystery that foreshadows an ominous future for the ghostwriter. But the nature of his job forces the ghostwriter to follow his forerunner’s footsteps. The book maintains suspense till the end with the reader kept in the dark about the truthfulness of the former premier’s character. There are other characters at play, with no love lost between the premier’s wife and his personal assistant. Both have a crucial role to play and may have had reasons to want the death of the ghostwriter. It flows like any good murder mystery, only the nature of the victim increases the necessity of a solution. Robert Harris is better known for writing historical fiction about World War II and ancient Rome. Originally published as “The Ghost” in 2007, this book was later made into a movie in 2010 titled “The Ghost Writer” and the book was republished in that name. Albeit fictional, the book was intended to reflect on the actions of Tony Blair and his invasion of Iraq with US. The similarity becomes even more interesting due shocking revelations at the end of the book, which too fantastic to be true, would have made a lot of actions taken by Tony Blair during his premiership appear logical. JCI Sen. Ranjith Kollannur [For more information on JCI Trichur Library, log on to jcitrichur.org -> Individual Development -> Library]
EXEMPTIONS TO PRIVATE COMPANIES
T.M. Ramachandran. BBS, LLB, FCS, MBA Company Secretary in Practice 1st FLOOR, SAJI NIVAS OPP. RDS LABORATORY Dr. AR MENON ROAD, NAICKANAL THRISSUR, KERALA 680 001 INDIA Mobile:- +91 98460 93998 E mail: iamramantm@gmail.com
Section under which S.No Chapter exemption is granted
Description
Definition of related party does not include following companies in relation to a private company:
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(a)Holding Company Chapter Section 2(76) I (viii) (b)Subsidiary Company (c)Associate Company
Impact
The transactions done between a private company and its company as specified below is out of the purview of related party transactions u/s 188 : (a)Holding Company (b)Subsidiary Company (c)Associate Company
(d)A subsidiary of a holding (d) subsidiary of a holding company company to which it is also a to which it is also a subsidiary. subsidiary.
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Chapter IV
Section 43 and 47
Shall not apply where memorandum or articles of association of the private company so provides.
Private Companies may provide for different terms in their MOA and AOA relating to kinds of share capital and voting rights.
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4
The proviso has been inserted The time frame for keeping right issue after Section 62 (1)(a)(i) open for minimum fifteen days and namely: maximum thirty days and dispatching of letter of offers at least three days Provided that notwithstanding before the opening of issue can be for anything contained in this sub- the lesser period if ninety per cent of Section 62 clause and sub section (2) of this the members of a private company have Chapter (1)(a)(i) and section, in case ninety per cent. given their consent in writing or in IV Section 62 (2) of the members of a private electronic mode. company have given their consent in writing or in electronic mode, the periods lesser than those specified in the said sub clause or sub-section shall apply. In clause (b), for the words "special resolution", the Chapter Section 62 (1) words "ordinary resolution" IV (b) shall be substituted .
In contrary to passing the special resolution, now a private company can offer shares to employees under a scheme of employees’ stock option subject to an ordinary resolution .
Shall not apply to private The provisions of section 67 in relation companies – to restrictions on purchase by company or giving of loans by it for purchase of (a) in whose share capital no its shares shall not apply to the other body corporate has companies fulfilling the specified invested any money; criteria
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Chapter IV
Section 67
(b) if the borrowings of such a company from banks or financial institutions or any body corporate is less than twice its paid up share capital or fifty crore rupees, whichever is lower; and
(c) such a company is not in default in repayment of such borrowings subsisting at the time of making transactions under this section.
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Shall not apply to a private company which accepts from its members monies not exceeding one hundred percent of aggregate of the Chapter Section 73 (2) paid up share capital and free (a) to (e) V reserves, and such company shall file the details of monies so accepted to the registrar in such manner as may be specified .
Chapter VII
Chapter VII
Chapter X
Chapter XI
Shall apply unless otherwise Sections 101 specified in respective to 107 and sections or the articles of the 109 company provide otherwise .
Section 160
The provisions of sections 101 to 107 and 109 shall apply as specified in the sections for private companies or as per the clauses stipulated in AOA of the company.
Not applicable
The filing of Form MGT-14 for the various resolutions passed in pursuance to the powers conferred on the board of directors is no more required.
Shall apply with the modification that the words "other than one person companies, dormant companies, small companies and private companies having paid-up share capital less than one hundred crore rupees" shall be inserted after the words "twenty companies".
The counting for appointment of auditor in twenty companies shall exclude :
Not Applicable .
The provisions of section 160 Read with Rule 13 of the Companies (Appointment and qualifications of directors ) Rules , 2014 relating to giving notice of fourteen days along with a deposit of one lakh rupees etc. for appointment of director shall not be
Section 117(3)(g)
141(3)(g)
A private company can accept from its members monies not exceeding one hundred percent of aggregate of the paid up share capital and free reserves without complying with the conditions of issuance and filing of circular, depositing sum etc. as prescribed under section 73 (2) (a) to (e).
(a)one person companies, (b)dormant companies, (c)small companies and (d)private companies having paid-up share capital less than one hundred crore rupees.
applicable.
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12
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Chapter XI
Chapter XII
Chapter XII
Not Applicable
At a general meeting of a private company, the motion for appointment of more than one director can be passed by single resolution.
Not Applicable .
The board of directors can exercise the powers specified in section 180 relating to sell or lease of undertaking, invest otherwise in trust securities, borrow money exceeding the specified limit and remit , give time for repayment of debt due from director without members approval.
Shall apply with the exception that the interested director may participate in such meeting after disclosure of his interest .
An interested director can now participate in the board meeting in which he is interested subject to a condition that he discloses his interest in such contract or arrangement.
Section 162
Section 180
Section 184(2)
Shall not apply to a private The provisions of section 185 with regard to loans, advances and company – guarantees shall not apply to the (a) in whose share capital no companies fulfilling the criteria as other body corporate has specified in notification in this regard. invested any money;
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Chapter XII
(b) if the borrowings of such a company from banks or Section 185 financial institutions or any body corporate is less than twice of its paid up share capital or fifty crore rupees, whichever is lower; and (c) such a company has no default in repayment of such borrowings subsisting at the time of making transactions under this section.
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Chapter XII
Chapter XIII
Second proviso of Section 188 (1)
Section 196 (4) and (5)
Not Applicable .
The member of a private company can vote on such resolution, to approve any contract or arrangement which may be entered into by the company in which he is a related party.
Not Applicable .
Appointment of Managerial personnel in private company does not require the compliance of seeking director’s approval subject to members approval and filing of Form MR-1 within 60 days of appointment and other provisions of section 196 (4) and (5).
Father’s Day Gift From Thara Jojo.
Jci. Sen Sudhir Achuthan taking training for the family members of JCI Wadakkenchery Royals:-
Thottan Electricals Turning Twenty:-
NOTE FROM THE EDITORIAL BOARD:ALL JC MEMBERS, JCRTS AND JJs ARE REQUESTED TO SEND US THEIR ENTRIES, IF ANY, TO BE INCLUDED IN THE ACHIEVEMENTS CORNER. SEND IN YOUR MATTER,NOT EXCEEDING 5 LINES, TO OUR EMAIL ID jayceeherald.tcr@gmail.com
BIRTHDAYS IN THE MONTH OF JULY NAME
Date of Birth
Sajith Paul
July 4
Sanoj Alappat
July 8
Joffin Jose
July 17
Joseph Lal
July 20
ANNIVERSARIES IN THE MONTH OF JULY NAME Rajesh George & Gigi Rajesh
WEDDING DATE July 16
We Know the above names are not complete, please provide your family members date of birth and anniversary date to jayceeherald.tcr@gmail.com, so that a complete list can be provided.
Get ready with your ideas for the July Edition of Jaycee Herald.
We would also like to receive your suggestions and comments for the improvement of our Emagazine. Send in your feedback to jayceeherald.tcr@gmail.com
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