CLB restores non-monopolistic character of UNI

Media Clippings

The Hindu (January 23, 2008)

Transfer of UNI shares to Media West " null and void"

Legal Correspondent

Company Law Board : single majority in shares will hit democratic functioning

NEW DELHI: The Principal Bench of the Company Law Board (CLB) on Monday held that the allotment of 10,208 shares of Rs. 100 each of the United News of India (UNI) in favour of Media West was null and void and not binding on the UNI.

CLB chairman S. Balasubramanian passed the final order on a company petition filed by ABP Private Ltd; Manipal Media Network; Kasturi and Sons Ltd. and the Printers (Mysore) Ltd. for a declaration that the resolution purported to have been passed at the UNI Board meeting on September 2, 2006 relating to allotment of 10,208 shares of Rs. 100 in favour of Media West Private Ltd. was “illegal, null and void.”

In its 41-page order, the CLB said: “It is an admitted fact that in the UNI, notwithstanding that there is no restriction on the number of shares that a member can hold, there has never been a single majority in the nearly 40 years of UNI’s existence and, therefore, creation of an absolute majority now is definitely a deviation from the long standing practice.”

It said: “In a company, where there is no single majority, the affairs of the company would be carried on more democratically, which position has now been affected by creation of a single majority by the allotment of impugned shares. Therefore, the shareholders can legitimately voice a grievance of oppression.”

The petitioners had contended that the purported allotment of shares in favour of Media West at the September 2, 2006 UNI Board meeting was ultra vires the Articles of Association of the company, which provided “that no share or shares shall be allotted or transferred to any person other than the owner of any newspaper in India, and Media West not being an owner of a newspaper published in India is not eligible or competent to acquire shares in the company.”

The CLB held that as the Board had not specifically considered the eligibility of Media West to become a member, it could not have allotted the shares to Media West, and that impugned acts had changed the character of the UNI and that the entire exercise suffered from lack of transparency.

The CLB said, “Consequently, Media West ceases to be a member and, therefore, it has become ineligible to have its nominees on the Board. Accordingly, its nominees shall cease to be additional directors with immediate effect.”

The CLB pointed out that the admitted position was that the UNI was in financial distress.

Now that the allotment had been declared as null and void, consequent to which the company would be deprived of funds, it was now the responsibility of the Board, more particularly the petitioners, to find ways and means to mobilise funds either by way of subscribing to the shares, if offered or by way of long term loans, or in any other manner.

An Award with a difference

KARPOOR CHANDRA KULISH AWARD 2007:

Year 1956, nine years after Independence of India, one journalist dared to dream of a newspaper free from influences and interests, totally credible, wedded to truth and public good and devoid of commercial concerns and set about making it a reality. Karpoor Chandra Kulish’s dream and ideals drove him to launch Rajasthan Patrika with a borrowed capital of Rs 500 (about 100 US dollars then). Today Rajasthan Patrika is the most authentic voice of India’s largest state, besides being the only Hindi daily with readership in most parts of India including such non-Hindi speaking states as West Bengal, Gujarat, Karnataka and Tamil Nadu. It is one of the largest circulated Hindi newspapers of the Indian sub-continent, and is among the top 50 newspapers of the world with over 13 million readers in India.

The phenomenal growth from virtual scratch was possible only due to Karpoor Chandra Kulish’s grit and determination and his faith in the people of Rajasthan, who responded generously to his brand of journalism based on truth, courage and independence. Karpoor Chandra Kulish never swerved from the path of fairness and honesty. Professional excellence went hand in hand with coverage of news and expression of views always focused on public interest and welfare. He set high standards and healthy traditions for his successors to imbibe and follow.

Even today, the ideals and traditions of Karpoor Chandra Kulish remain the driving force for Rajasthan Patrika. In a recent BBC-Reuters survey, Rajasthan Patrika was listed among the top five “most trusted” publications of the country. The interests and problems of citizens as readers remain the newspaper’s prime focus and concern.

About the Award:
The Rajasthan Patrika Group is glad to announce the Karpoor Chandra Kulish Award 2007 (KCK Award 2007). This annual award, in the hallowed memory of Karpoor Chand Kulish, is aimed at recognizing efforts of thought leaders in media, journalist’s outstanding contributions to upholding professional values as well as protecting and promoting ethics and morality, right and freedom of the people for better quality of life. The award theme for year 2007 shall be “Human Development.
There is no entry fee for the award.

“Human Development”:

The first KCK Award for excellence in print journalism will be open to those who have authored and published the most compelling write-ups in media contributing to changing the lives and meeting the aspirations of people. We seek to honor journalists who covered events of people’s struggle for a life of dignity, fulfillment and honor.

We expect the contributions to represent manifestation of man’s unique spirit and goodness of life. They shall also depict strong focus on showcasing self-governance leading to effective social change.

Prize category

One award of US$ 11,000 would be given to the winner of KCK Award. One medal and certificate shall be given to each team member, the trophy and prize money shall be awarded to the institution or team leader (in case of independent team) on behalf of the team.

The distribution of the prize money rests with the concerned institution or leader of the team in case of an independent team application. Awards are restricted to Print Media only. Two institutions shall share the amount if both of them receive the same rating by the Jury.

Apart from this, 10 entries shall also receive special mention and would be given certificate & medal.

Winner Announcement

KCK Award shall be given at an award ceremony at New Delhi in the first half of year 2008. The award shall be conferred annually, starting with the year 2007.

Criteria:

Entries for this award must represent significant news story, depth in research, resourcefulness and courage in gathering information, and relating the story to broaden its dimension. Nominees for the awards will be selected and proposed by recognized panel of jury. Thus:

1. Award is valid only for stories by a team of journalists.

2. An independent team of journalists is invited to send maximum of two entries. A publication may have two entries from every print center.

3. A team shall at least have three team members including the team leader. They could represent at least three different areas (example: edit desk, reporting, research, layout desk, cartoon, photo journalist etc.).

4. Stories should have been published on or after 1^st January 2007 till 31^st December 2007.

5. 31^st January 2008, 1800 hrs (IST) shall be the last date and time for sending the entries.

6. Non – Hindi and English entries must be accompanied by full and accurate English translations. Hindi entries should have a brief of the story in English attached to the entry.

7. Entries must consist of journalistic content inspired by then current news.

8. In case the entry is a yearlong campaign or has more than one printed news articles, please highlight the three articles on which the entry should be judged. We encourage submission of the complete campaign.

9. Entries must have been published in a daily.

10. Each participant accepts full responsibility of his/her work and discharges Rajasthan Patrika from any responsibility in respect of third parties. Each participant agrees not to hold Rajasthan Patrika Group responsible for any claims made against copyright of ideas, content, images or disputes whatsoever.

11. All material submitted in the competition will become the property of Rajasthan Patrika and will not be returned. Rajasthan Patrika reserves the right to use any of the entries for publicity purpose.

12. Applicants are encouraged to keep copies of all information submitted along with a copy of the application form.

13. The decision of the jury shall be final and binding for all.

14. Results will be declared on our website www.rajasthanpatrika.com/kckaward

15. Announcement of the awardees shall be at the ceremony, which shall be informed to all winning team leaders/publications by email as mentioned in the application form a few days in advance.

16. All participants must strictly observe the entry rules. Completion of entry form will imply full acceptance of the contest rules by each participant. Non-compliance with any of the entry rules will result in automatic disqualification of the entry.

17. Entries must be accompanied by filled in application format, available with this document. The same should be attested by the publication in which the entry has been featured. Incomplete application format may not be accepted.

18. A signed original letter from the Editor of the publication on official letterhead supporting the submission (in case of entries from publications).

19. A signed letter of support should be submitted on the official letterhead from the publication. (in case independent team entries)

20. A letter of support with all team members authorizing the institution/team leader on whose name the cheque shall be drafted on behalf of the team.

21. All entrants are expected to follow all rules. Completion of the form and application format shall imply acceptance of rules.

22. Rajasthan Patrika shall not be responsible for lost entries in transit or for any delivery charges.

23. Rajasthan Patrika reserves all rights of acceptance, rejection or reproduction of the entries submitted in contest without any prior reason/consent whatsoever.

24. In case of any legal disputes arising, the court of jurisdiction shall be Jaipur only.

25. All tax liabilities shall be borne by the awardees.

26. Tax will be deducted at source if applicable.

27. The above rules and regulations may be amended to allow fair judgment. Rajasthan Patrika group holds all rights for the same.

28.For queries and clarifications email kckaward@rajasthanpatrika.com.

29. Entries fulfilling all requirements should reach the following address: KCK Award, Rajasthan Patrika Private Limited, Kesargarh, JLN Marg,, Jaipur 302004, Rajasthan, India. Only International Entries can be submitted online with PDF copies of all required documents at kckaward@epatrika.com.

30. Employees of Rajasthan Patrika and Rajasthan Patrika group companies are not entitled for sending entries for the award.

Application form:

Name of the Publication:

Print Center:

Name of the Team Leader:

Name Team Members with designations/field of work:

Title/Concern of the entry:

Publication day and date:

Impact in brief:

Evidences attached to the story (if any):

Disclaimers:

If the entry wins the award, cheque should be made in the name of below mentioned publication or team leader. This is in consent with the team members / publication:

Name:

Bank:

Account number:

PAN Number:

Address and direct contact number/mobile:

Please attach a letter of consent from the publication (in case of publication) or team members (in case of an independent team) on whose favor the prize money cheque shall be drawn.

Team leader to be contacted in case of clarification/information:

Name:

Telephone number (with ISD/STD code): (O) (M)

Email Address:

Fax:

We assure the judges that this work is original in content and is conceived by us.

Signature of the Team Leader

Application Format:

· Theme of the Story

· Number of articles in the story

· Dates with copies of the story printed

· Research elements involved and inferences of the research conducted

· Impact of the story

· Copy of Evidences for the story (Copy of the newspaper in which the story is printed, photocopy of the stories, any other evidence of importance)

· What inspired your team to work on this story

· What did you want to achieve from the coverage of this story

· Translation in English (if applicable)

· Please attach photograph of all team members

(Attach extra sheets if needed for answers)

Checklist for the entries:

- Application form

- Filled application format

- Evidences

§ Original copy of the newspaper

§ Photocopy or cuttings of the articles printed

§ Any other evidence

- Authorization letter of cheque by other team members/organization

- Letter of support for the entry from the publication

- Photographs of team members


Letter of Support

This is to certify that the entry attached by Mr./Ms…………………….. with the team members…………………………………………..on the concern of ………………… is valid and was printed in our publication.

We extend our support and best wishes to his team as an independent team application.

Regards

Editor

Certification of Entry

This is to certify that the attached be treated as the official entry from our publication……………………… from the print center of ……………………………….

The team leader was Mr./Ms…………………………………..with team members…………………………………………………………………………………………………………………………………..

Thank you for accepting our entry.

Regards

Editor

Vishy! Catch it if you can

Role of the Internal Auditor in The Press Club Mumbai

The role of the Internal Auditor of the Press Club, Mumbai, has come into sharp focus, in the light of the amended provisions of Article 30 of the Club's Constitution, better known as the "Bye-laws & Rules and Regulations", and the vast expenditure that has been incurred/being incurred on a major re-development work that is currently on at the Club.

Given below is the amended version of Article 30 of the Club's constitution (This and several other major Articles of the Club's Constitution were amended on June 30,2006):

Article 30: The General Body at its Annual General Meeting shall elect as Internal Auditor of the Club, a senior member who has been a member for more than 10 years. He shall act as vigilance officer and the functioning of the Managing Committee shall be subject to his objective scrutiny. The Internal Auditor shall directly report to the President every three months on the performance of the Club. Further, the Internal Auditor shall present, if the situation demands, to the President an on-the-spot report on his own or at the behest of the President, if there is a likely breakdown in the Club administration or malfunctioning of the Managing Committee or any other development which necessitates the President's effective intervention.

In the last AGM of the Club held on July 27, 2007 it was pointed out by the Secretary Gurbir Singh that there was no internal auditor for the last one year as the one elected for this post in his absence declined to accept the job. At this some members suggested that appointments for such posts should be made only from among those present in the AGM or his consent should be available in writing. Senior Member Mr G Vishwanath , who was present in the AGM and gave his consent to take up the job was unanimously elected for the post for the year 2007-08.
Here are some questions which are begging for an answer from the Internal Auditor, President and the Managing Committee of the Press Club:

1) Has the current Internal Auditor submitted reports to the President every three months ever since he(the internal auditor) was appointed to the post for the year 2007-08 at the Annual General body Meeting held on July 27,2007 as has been mandated by the amended Constitution of the Club?

2) In the event of internal auditor having not submitted reports to him every three months, has the President bothered to fulfill his responsibility of asking the Internal Auditor as to why he(internal auditor) has not reported to him every three months as has been mandated under the Constitution?

3) Has the Managing Committee of the Club bothered to keep the Internal Auditor in the loop as to the financial matters relating to the re-development work? In specific terms, has it kept him posted of the matters vis-à-vis the contract(s) on civil works at the club, spilled over civil works and contract on the furnishing work? Has it kept him posted on the various correspondences/agreements reached on financial matters relating to the club's re-development work? Has it informed the Internal Auditor whether it has followed parameters under which it (the Managing Committee) was given a "go ahead" to raise funds for the club re-development work in a manner in it wanted to in its proposals passed at the SGM held on July 27,2007?

4) Last but not the least, has the Internal Auditor kept track of financial matters relating to the 're-development' work at the club?

At least 171 journalists were killed in the year 2007

Violence against journalists in 2007 has reached extreme levels for the third year in succession with 171 confirmed deaths, just below the record set a year ago.

According to a communication received from the International Federation of Journalists (IFJ) conflicts in Iraq, Pakistan and Somalia have proved the most dangerous for journalists in a year that has confirmed the high rates of killings in recent years and “tragedy unlimited” for thousands within the global media community.

In 2006 the IFJ confirmed 177 journalists and other media workers killed. At the year's end 2007 proved only slightly less deadly -- with 171 deaths. The figures have been compiled in co-operation with the International News Safety Institute.

“Violence against journalists remains at extremely high levels for the third year in a row,” said IFJ President Jim Boumelha. “The scale of attacks on journalists marks a continuing crisis filled with unlimited human tragedy and relentless attacks on press freedom.”

Boumelha called for more action from the international community to counter impunity and to eliminate fear and danger from the profession of journalism. “Our colleagues have been targeted because of their work, or killed covering dangerous stories often in the rush to cover breaking news,” he said.

There have been more accidental deaths this year and the IFJ says the threats of targeting particularly in combat zones like Iraq continue unabated. As well as the heavy toll in Iraq, there were multiple media killings in Somalia and Afghanistan. Unrest in Sri Lanka and Pakistan also led to journalists’ deaths.

In Africa violent attacks on journalists have continued and the brutal repression of free expression in Eritrea has led to two deaths there this year.

Coverage of drug traffickers led to another high death toll in Mexico. Throughout Latin America journalists were killed for reporting on criminal gangs, drug running and shady politics.

“As usual those most at risk are media staff operating in their home country,” said Boumelha. “Violence against media is particularly evident in countries where the political situation is unstable. It is no coincidence that countries like Somalia and Pakistan are two of the most dangerous this year.”

The IFJ includes all journalists killed because of their work, including targeted murders, and deaths while covering violent events. It also counts deaths where journalists are killed in accidents while on assignment or on their way to or from a story.

In Iraq, which has been the deadliest country for journalists since the US invasion in 2003, at least 65 journalists and media staff have been killed this year. Of those killed, it is believed that all but one was an Iraqi national.

The full IFJ report with details of each case is released in mid-January based upon conclusion of the cases under investigation.

The IFJ’s study makes it clear that local journalists are the most vulnerable to attack. In the vast majority of the cases this year, the media workers targeted were working for national or regional media and were killed in their own communities. It also highlights the problem of impunity that continues to plague the media sector. Many of this year’s crimes are unsolved and will remain so.

IFJ General Secretary Aidan White, who this week joined a fresh appeal for action over impunity arising out of the United Nations Security Council resolution issued a year ago calling on all governments to confront the crisis of violence against media, said, “Many killers of journalists are just getting away with murder. Governments must take these issues seriously. Every case must be investigated. Those responsible must be punished.”

White, accompanied by Canadian journalists’ leader Peter Murdoch, and IFJ Middle East Coordinator Monir Zaarour is visiting Baghdad this week to discuss security with IFJ affiliates the Iraqi Syndicate of Journalists and the Kurdistan Syndicate of Journalists.

Despite the increased attacks, the IFJ says, journalists are still covering news no matter how dangerous it is. “We salute all of our colleagues out there who face danger as they try to provide news for their communities,” said Boumelha. “We will continue our fight to make sure that safety conditions improve.”

The IFJ recorded the following information for deaths of media workers in 2007:

• Murders and violent deaths 134
• Deaths in accidents 37
• The deadliest region was the Middle East with 68 killed
• Deadliest Countries (for killings) were Iraq (65), Somalia (8) and Pakistan (7)
• Other hotspots were Mexico (6), Sri Lanka (6) and Philippines (5)