The Institute of Company Secretaries of India-Northern India Regional Council jointly with Surana & Surana  International Attorneys, Chennai is organizing the 8th All India Moot Court Competition-2010 on  6th ,7th and 8th August, 2010 at New Delhi

RULES AND REGULATIONS

I. Introduction

Moot courts or mock trials are usually based on hypothetical cases involving emerging or unsettled areas of law.

II. Aim and Purpose

a.       To expose students pursuing the Company Secretaries Course to the nuances of court system in India to hone advocacy skills and putting them on the road to becoming a true professional

b.      To provide a real-life experience cum training in doing cutting-edge research, presenting ground breaking arguments (oral and written) and contributing to the development of jurisprudence in the concerned area of laws.

III. Subject, Venue and Date

The ICSI – 8th All India Moot Court Competition 2010 will have a single All India National Round. The subject will be issues in the area of Corporate / Company affairs / Taxation, including the functioning of regulatory bodies / authorities as applicable to the issues. This year’s competition will be organized and hosted by NIRC at New Delhi from 6 – 8 August 2010.

The case and rules for the competition will be available at the Regional Offices  and can be downloaded from the website of ICSI, www.icsi.edu & also at www.mootsite.com

Round Schedule Venue
Orientation

(Friday)

Preliminary / Quarter final

Rounds

(Saturday)

Semi-final & final rounds

(Sunday)

Send Registration form by*
NATIONAL 6th Aug 2010 7th Aug 2010 8th Aug 2010 23rd July 2010 ICSI-NIRC Building

Plot No 4, Prasad Nagar Institutional Area

Rajendra Place, New Delhi 110 005

Ph: 011 – 2576 3090 / 2576 7190

* Registration form in the stipulated format should reach the Administrator latest by 6.00 p.m. of specified date

IV. Language

The competition shall be in English.

V. Eligibility

The competition is open only to registered students of the Institute of Company Secretaries of India (ICSI). Those who have appeared for the CS / Law final examinations and results not declared are also eligible to participate. Students who have completed Law, Chartered Accountants & Cost Accountants courses are not eligible to participate.

VI. Dress code

Formal wear:          Ladies:                         Light coloured salwar, kurta, sari or pant/suit

Gentlemen:      White shirt with tie and dark colored trousers

VII. Team Composition

a.       Each Regional Council is eligible to send any number of teams for the competition. This provision is to ensure that the benefits of the initiatives are to reach every student of the ICSI from all regions. The respective administrative officers / staff in-charge of the chapters should do their best to ensure a team or at least a member participates in the competition. In the event that a single member from a chapter wishes to participate, he / she can take members from other chapters (of the same region) to form a team and the application authorized by the chapter (Head) that wishes to participate. This is to encourage maximum involvement of the various chapters.

b.      Each team shall consist of a minimum of 2 and maximum of 4 members. This number cannot be modified under any circumstances. In case of students, who are also law students, (LLB or BL) the team must have a healthy combination of law students and non-law students in the ratio of 50:50. Atleast one speaker must be a non-law student. This provision envisages osmosis of talent and a level playing field for competing teams.

c.       There can be 2 speakers and 2 researchers designated in each team.

d.      However, teams have the option of designating two of their members (out of maximum of 4) to be speakers for the Petitioner and the other two speakers for the Respondent for the purpose of gaining experience. The team shall notify such an arrangement at the time of registration to the organizers and such arrangement cannot be modified during the competition under any circumstances. By this arrangement, the members may lose the chance of winning the best speaker and second best speaker award, as the awards are based on the total marks secured during the preliminary rounds only.

e.       Each team will have a team code and each participant shall be given an individual code. Teams shall not disclose their identity or that of their region / city etc.; such disclosure shall invite automatic penalties including disqualification. The administrator’s decision in this matter shall be final.

VIII. Registration

Teams must register with the Administrator’s office as per schedule given in Clause II.  All communications should be marked as ICSI 8th All India MCC 2010 in the subject column and sent by fax / email / courier to the Administrator. The last date for registration is 23 July 2010.

IX. Rounds

The National Rounds will have preliminary, quarter-final, semi-final and final rounds of arguments.  The quarterfinal round may be held prior to the semi-finals (depending on number of registrations) at the discretion of the Administrator.


Preliminary Round

a.      There will be two preliminary rounds of arguments per team – one for Petitioner & another for Respondent.

b.      Each team will face a different bench and different team in their second round of arguments.

c.      Registration, Orientation & draw of lots will be done in the evening (Friday) before the preliminary rounds.

d.      Top eight teams will qualify for the quarter-finals to be held on (Saturday or Sunday).

e.      Teams will be provided with their opponent’s memorial after draw of lots.

f.          Return of the opponent’s memorials to organizers immediately after the preliminary round is compulsory.

Quarterfinals

Qualification to the Quarterfinal Round will be based on win points. In case of a tie in the preliminary rounds, teams scoring the highest points will move into the Quarterfinal Rounds. The top eight teams will proceed to quarterfinals. The quarterfinalists will be provided their opponent’s memorials immediately after declaration of preliminary results in the evening of day 2 (Saturday). The quarterfinals will be a knockout round. The Four winning teams would proceed to Semifinal Rounds.

Semi Final Rounds

Qualification to the Semi Final Round will be based on win. The winners of quarterfinals will proceed to semifinals. The semi finalists will be provided their opponent’s memorials immediately after declaration of quarterfinal results in the evening of day 2 (Saturday). The Semifinals will be held on         7 Aug 2010 (Sunday) morning.

Final Round

Qualification to the Final Round will be based on win. The winners of Semifinals will proceed to Finals. The finalists will be provided their opponent’s memorials immediately after declaration of Semifinal results. The finals will be held on 8 Aug 2010 (Sunday) afternoon followed by valediction and prize distribution.

X. Memorials

The following requirements must be strictly met.   Non-conformities will be penalised:

a.      Each team must prepare memorials for both sides to the dispute (Petitioner and Respondent).

b.      The briefs shall be consistent with the Supreme Court of India Rules.

c.      Once the memorials are submitted, no revisions, supplements, or additions will be allowed.

d.      Six (6) copies each of the memorials for Petitioner & Respondent + a soft copy on CD to be submitted at the venue on Saturday at 4.30 p.m. (before orientation). Both memorials should be copied in a single CD. Late receipt of memorials would be penalized.

e.             Memorials must be submitted on typed A 4 size paper printed on one side and must contain:

·         Table of contents

·         Index of authorities

·         Statement of jurisdiction

·         Statement of facts (1 page only. Submissions of an argumentative statement of facts would attract penalties)

·         Statement of issues

·         Summary of arguments

·         Arguments advanced (15 pages)

·         Prayer

f.             Arguments must not exceed 15 (fifteen) pages.

g.             Memorials shall be staple bound. Comb / spiral or any other binding shall not be accepted.

h.            Memorials must have a one-inch margin on all sides of each page. Font size should be 12 and double-spaced. Footnotes must be in font size 10, single-spaced and double-space left between two foot notes.

i.       Page numbering should be on the bottom middle side of each page.

j.       Covers (only paper) must be placed on briefs as follows:

Petitioner: Pale Blue Color, Respondent: Pale Red Color. (Use of plastic covers will be penalised)

k.      The cover page of memorials must state the following

·         The cause title

·         Identify brief as Petitioner or Respondent.

l.       Identity of a team in any form shall not be revealed anywhere in the memorial. Instead the allotted team code numbers should be mentioned on the top right corner of the cover. Violation of this provision shall result in penalties including disqualification. The team codes will be provided during orientation. The Administrator’s decision shall be final.

m.     The teams shall have an option to submit one separate paper book of not more than 25 pages (printed on both sides), which shall carry copies of relevant annexure(s), articles and case laws. The paper book shall have a white cover and 2 copies shall be submitted along with the memorials. Any identifying mark / seal on the paper book shall attract severe penalties including disqualification. The submission of this paper book does not necessarily entitle the team to any additional marks.

XI. Oral Rounds

In each oral round a team will be represented by two speakers who will present arguments and do the rebuttals / sur-rebuttals – all within the prescribed time limit of that respective round.

Preliminary & Quarterfinal Rounds (Total 30 + 30 = 60 minutes)

a.             Each team will get a total of 30 minutes to present their case. Every minute of extra time will attract automatic penalties. The time includes questioning by the judges.

b.            The division of this time is at the discretion of the team members, subject to a maximum all inclusive of 18 minutes per speaker. Division of time shall be informed to the organisers at the time of registration and cannot be altered at any subsequent stage of the preliminary rounds. Both speakers must compulsorily speak.

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c.      The oral arguments need not be confined to the issues presented in the memorials.

Semi-final Rounds (Total 50 + 50 = 100 minutes.)

a.             Each team will get a total of 50 minutes to present their case. The time includes questioning by the judges.

b.            The division of this time is at the discretion of the team members, subject to a maximum all inclusive of 30 minutes per speaker. Division of time shall be informed to the organisers at the time of announcement of the preliminary round results and cannot be altered at any subsequent stage of the competition.

c.             This will be a knockout round based only on the orals score.

Final Round (Total 50 + 50 = 100 minutes)

a.      Each team will get a total of 50 minutes to present their case. The time includes questioning by the judges.

b.      The division of time shall be the same as that followed in the semi finals.

c.      This round will be decided only on the basis of the orals.

XII. Scouting

a.             Teams will not be allowed to observe the orals of any other team(s). Scouting is strictly prohibited. Scouting by any of the teams will result in disqualification.

b.            Any team can file a written complaint with the Administrator, regarding a case of scouting. The Administrator’s decision will be final.

c.             The researchers shall sit with the speakers at the time of the orals and shall not attend the court sessions of any other team participating in the competition.

XIII. Scoring

a.             Memorials will carry 30% and oral submissions will carry 70% of evaluation.

b.            Each preliminary round’s total will be a sum of the oral scores for that round and the memorial scores.

c.             Semi-final and final rounds will be judged only on the basis of oral presentations.

d.            If two or more memorials are found to be verbatim reproduction of each other, no points will be awarded for either of the memorials.

A.  Orals

Parameters for judging on a scale of 0 – 140 points are:

i.            Knowledge of facts

ii.            Logic, reasoning and clarity

iii.            Persuasiveness

iv.            Deference to the court

v.            Proper and articulate analysis of the issues arising out of facts

vi.            Understanding of the laws directly applicable to the issues

vii.            Ingenuity (ability to argue by analogy from related aspects of law)

B.   Written Submissions (Memorials)

a.Any revisions, supplements or additions to the memorials after submission shall attract severe penalties subject to the discretion of the Administrator.

b.      Parameters for judging on a scale of 0 – 60 points are:

i.            Logical progression of ideas

ii.            Originality in analysis and arguments

iii.            Effective use of headings to outline arguments

iv.            Understanding essential legal issues presented

v.            Focus on essential (not collateral) issues

vi.            Clear, concise and unambiguous writing style

vii.            Forceful and persuasive presentation

viii.            Integration of facts into legal argument

ix.            Understanding of strengths and weaknesses of case

x.            Discussion of viable alternative arguments

xi.            Understanding and analysis of authority

xii.            Proper use of citations and citation form

xiii.            Effective use of authority to support arguments

xiv.            Ability to distinguish adverse cases

xv.            Neatness, legibility, typos or format errors

c. Non- compliance of rules mentioned in Clause X shall attract penalties for each non-conformity.

XIV. Awards & Certificates

a.      Best Team of the Year Award – Plaque and cash prize of Rs 20,000/-

b.      Second Best Team of the Year Award – Plaque and cash prize of Rs. 10,000/-

c.      Corporate Lawyer of the Year (best advocate) – Plaque and cash prize of Rs. 10,000/- (Based on the marks scored in the orals of preliminary rounds only)

d.      Corporate Lawyer of the Year (Runners up) – Plaque and cash prize of Rs. 5,000/- (Based on the marks scored in the orals of preliminary rounds only)

e.      Best Memorial Award – Plaque and cash prize of Rs. 10,000/-

f.       Best Memorial Award (Runners up) – Plaque and cash prize of Rs. 5,000/-

g.      All participants will get certificates of participation.

h.      Plaques / certificates / commendation letters may be given to other categories of winners also – at the discretion of the Administrator.

i.       Results and photographs of prize winners will be published in the institute journal.

XV. Announcement of results

Preliminary results will be announced on Saturday evening. Semi final results will be announced on Sunday afternoon shortly after the rounds get over. Final results and various awards for speakers, memorials, winners and runners-up etc. will be announced only during the awards ceremony on Sunday evening.

XVI. Anonymity

a.      Student counsel may introduce him / her to the court in the usual manner and may also state their names. However, the team’s region or office or other affiliations shall not be revealed at any time to any of the judges before the awards ceremony.

b.      Further, all team members, coaches, advisors, and observers shall refrain from identifying a team at any time and in any manner, including, but not limited to, wearing any identifying items, such as badges, blazers or identifying material (such as books, logo or seal of the college, regional / chapter office).

XVII. Copyright

a.             The copyright over the memorials submitted for participation in the competition is assigned by participants and shall also vest completely and fully in Surana & Surana International Attorneys, Chennai & the Institute of Company Secretaries of India, in lieu of full waiver of competition fees / charges.  The participants shall certify in writing the originality of materials contained therein and shall be responsible for any claim or dispute arising out of the further use and exhibition of these materials.

b.            Further use and exhibition of these materials, electronically or otherwise, shall be the exclusive right of Surana & Surana International Attorneys, Chennai and Institute of Company Secretaries of India (who shall not be responsible for any liability to any person for any loss caused by errors or omissions in such material, or for the accuracy, completeness, or adequacy of the information contained in these materials).

c.             Publishing of these materials on affiliated websites such as www.mootsite.com, or www.icsi.edu does not constitute consent to any use of this material for commercial redistribution in any manner whatsoever. However, links directing to the collection or individual pages are welcome.

d.            Top memorials may be displayed and / or distributed at (i) the annual / ICSI National Conference (ii) published on moot site.com

XVIII. Accommodation and transport

Accommodation and transport between the guesthouse / hotel and the competition venue for the participating teams will be provided by the respective regional chapters of ICSI.

XIX. Miscellaneous

1.      Participants are required to maintain proper decorum in the court during competition. The administrators reserve the right to take appropriate action for any unethical, unprofessional or immoral conduct.

2.      Regional Offices of ICSI are requested to encourage participation of 1 team from each of their chapters.

3.      The administrator reserves the right to vary, alter, modify or repeal any of the above rules if so required and as they deem appropriate.

XX. Administrator contact information:

Dr. Vinod Surana LLM (Cornell), PIL (Harvard), DIR & DM (LSE) Ph.D.

Administrator, ICSI National Moot Court Competition

International Law Center

61 – 63, Dr. Radhakrishnan Salai, Mylapore, Chennai 600 004

Ph: 044 – 2812 0000; Fax: 044 – 2812 0001;

E-mail: mootcourt@lawindia.com

Moot Coordinator: S. Ravichandran

______________________________________

Date:

Registration form

(Please fill in capital letters)

Undertaking

1.      We hereby state that our participation complies with the rules and regulations of the competition.

2.      We certify that the materials submitted are prepared by us and indemnify the organizers for any claim or dispute arising out of the further use and exhibition of these materials.

Name of the Institution and address (mention Chapter and Region)

Email:                                                                                      Phone:

Name C.S. Registration. No. Signature
1.
2.
3.
4.

(Completed form should reach Administrator by 23 July 2010)

_____________________________________________

Model case

THE 8th ALL INDIA MOOT COURT COMPETITION 2010 – PROBLEM

IN THE HONOURABLE SUPRME COURT OF INDIA

Appeal No. 123 of 2010

IN THE MATTER OF:

XYLON STAINLESS STEEL LIMITED and others                              … Appellant

Vs.

SECURITIES EXCHANGE BOARD OF INDIA (SEBI)                                   … Respondent

1.      Zimbra Steel Limited (“Zimbra”) is one of the largest steel Companies in India with a manufacturing capacity of 6.5 Million Tonnes (MT) per annum.  Zimbra specializes in the manufacture of Hot Rolled Steel Sheets, Cold Rolled Steel Sheets, Galvanised Products including pre painted Galvanised Products and other products.  The Promoter of the Zimbra owned 54.50% of the Equity Shares of the Company.  The paid up capital of Zimbra is Rs. 1,000 Crores (face value Rs. 10/-).  Zimbra’s Shares are listed both on the Bombay Stock Exchange as well as the National Stock Exchange.

2.      During the down turn in the global markets post the Sub – Prime Crisis, Zimbra’s new orders were drying up and for the existing contracts, the customers were demanding a cut in prices.  Zimbra did not agree with their customers for reduction in prices.  Due this stand, Zimbra lost many contracts.  After this shock, Zimbra had no choice but to re-negotiate the prices downwards.

3.      Due to forced reduction in prices of Zimbra’s products, its bottom line eroded for the two sequential quarters of the financial year 2009-10.  Zimbra’s share prices were steadily taking a beating due to the losses plummeting from an all time high in January 2009.  Its market capitalization reduced from an all time high of Rs. 40,000 Crores to around Rs. 20,000/- Crores.  Since the Promoters of Zimbra could not stem the losses, there were rumors that they want to sell their entire stake and exit the Company.

4.      Xylon Stainless Steel Limited (“Xylon”) is an unlisted Company in India.  Its annual capacity was 3.5 MT per annum.  Recently Mr. Richard Castle (“Castle”), a citizen of United Kingdom had acquired 42% in Xylon in 20th August 2009 and had become the single largest shareholder of the company.  Subsequently Mr. Castle was appointed as one of the promoter director of the Company.  After the fresh infusion of funds from Mr. Castle, the Board of Directors on board meeting held on 15th September 2009 decided to increase its capacity inorganically rather than going in for a green field expansion.

5.      Based on the rumors about Zimbra, the Board of Director of Xylon decided to purchase the Shares of Zimbra from the secondary markets.  Xylon acquired 12.50% of Zimbra through various deals over a period of 10 days.

6.      While on the one hand Zimbra’s board was denying the market rumors that it is not for sale, on the other side the promoters of Zimbra received as many as 10 proposals.  Xylon also submitted a proposal to the promoters of Zimbra to purchase their stake.  After long deliberations, the Promoters of Zimbra decided to sell their stake to Xylon.  On 1st October 2009, a share purchase agreement was entered into between the Promoters of Zimbra and Xylon for the transfer of the entire stake (54.5%) of the Promoters in Zimbra to Xylon at Rs. 250/- per share.

7.      The Board of Xylon decided that they would obtain an ECB from Mr. Castle for funding the acquisition.

8.      Xylon appointed Impress Securities Ltd (“Impress”) as their merchant bankers for managing the open offer for the Shares of Zimbra.  Impress on behalf of Xylon limited made a public announcement for the acquisition of additional 20% Shares of Zimbra at 250/- per share.

9.      On 26th October 2010, Xylon through its merchant banker Impress filed the draft letter of offer with Securities Exchange Board of India (SEBI).  After the submission of draft letter of offer to SEBI, one of the shareholder of Zimbra filed a complaint with SEBI alleging the following:

a.       The Public Offer should have been made earlier because Mr. John, the son of one of the daughters of Mr. Castle (who is one of the Promoters of Xylon), held 3.50% of the shares of Zimbra, Mr. John had acquired the shares of Zimbra at Rs. 350/- per share;

b.      After entering into the share purchase agreement Xylon had sold to Mr. Desai, one of the promoters of Zimbra, 500 acres of agricultural land in Punjab, for Rs. 300 Crores at the rate of Rs. 60 Lakhs per Acre, which was not disclosed in the public announcement. The Shareholder alleged violation of Foreign Exchange Management Act, 1996 as agricultural land was transferred to Mr. Desai, who is a Non Resident Indian.  He also alleged that the market value of the land transferred is actually Rs. 1 Crore per acre and not 60 Lakhs as mentioned in the Sale Deed.

c.       The Shareholder requested SEBI to investigate the matter and direct Zimbra for upward revision of open offer price.

10.  Based on the above letter, SEBI ordered an investigation under the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 (“Takeover Regulations”).  SEBI during its investigation also unearthed the following:

a.       that on 30th September 2009, Mrs. Desai purchased 50,000 shares from the secondary market @ of 200/- per share. Subsequent to the Public Announcement, she sold the shares @ an average of Rs. 265/- per share.

b.      The ECB of Mr. Castle came into India in Rupees.

11.  After the investigation, SEBI came to the conclusion that Xylon and others have violated various laws and issued the following orders / directions: (i) Xylon must withdraw the offer because of various violations of the Takeover Regulations including the consideration received for transfer of land which was not taken into consideration for fixing for the open offer price, (iii) forfeited the money deposited under the Escrow account.

12.  After SEBI issued the directions / order, Xylon filed an appeal in Securities Appellate Tribunal (“SAT”) stating the following:

a.       Mr. Castle nor Xylon were aware that Mr. John was holding shares of Zimbra, and never intended to jointly acquire shares of Zimbra;

b.      SEBI cannot take cognizance of any violation under Foreign Exchange Management Act, 1996;

c.       As Mr. John cannot be a Person Acting in concert as he had never to act in concert with Xylon, therefore the price for the open offer is correctly priced at Rs. 250/- per share

d.      The transfer of land is independent of the acquisition of shares and therefore has no bearing to the price; and

e.       The delay in filing the draft letter of offer with SEBI should be condoned.

13.  SAT upheld the order of SEBI and thereafter Xylon filed an appeal with the Hon’ble Supreme Court of India.

14.  Participants may frame / refute the issues raised by SEBI and any other they deem relevant.

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