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Showing posts with label CS Professional Mod 4. Show all posts
Showing posts with label CS Professional Mod 4. Show all posts

Friday, September 14, 2012

OnlyThisMuch CompanySecretary Book (CS e-learning) Videos for CS Professional Programme Exams on Youtube to help on how-to study for Corporate law, Drafting, Financial Managment, Tax Laws, Due Diligence & Corporate Governance

OnlyThisMuch e-learning series has come out with set of videos for Company Secretary Professional Program exams on the following subjects:

  1. Company Secretarial Practice (CSP of Module 1 of CS PP)
  2. Drafting, Appearances & Pleadings (DAP of Module 1 of CS PP)
  3. Financial, Treasury & Forex Management (FTFM of Module 2 of CS PP)
  4. Advanced Tax Laws & Practice (ATLP of Module 3 of CS PP)
  5. Due Diligence & Corporate Compliance Management (DDCCM of Module 4 of CS PP)
  6. Corporate Governance, Business Ethics & Sustainability (CGBES of Module 4 of CS PP)

These videos can help CS students to complement with reading of Company Secretary books/reference books including OTM during their preparations.  Try listening to the videos again & again in any of your devices.  It helps to get your confidence back on these subjects.  How to pass CS Exams is answered by what to study for CS exams in these videos.

Credit goes to Mr.Tharun Raj for videos on FTFM & ATLP.  Other videos are by Mr.A.N.S. Vijay.

Whatever best Company Secretary books you choose to read, these videos will aid you to better your preparation.  These videos can be used for select portions of Company Secretary Executive Programme on Company law, Securities Laws & Compliances and also for relevant portions of CA & CWA exams for Corporate & Allied laws.

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Do share the videos & give feedback to thisisvj@gmail.com

The link of the videos are as below:

Company Secretarial Practice (CSP of Module 1 of CS PP)

Drafting, Appearances & Pleadings (DAP of Module 1 of CS PP)

Financial, Treasury & Forex Management (FTFM of Module 2 of CS PP)

Advanced Tax Laws & Practice (ATLP of Module 3 of CS PP)

Due Diligence & Corporate Compliance Management (DDCCM of Module 4 of CS PP)

Corporate Governance, Business Ethics & Sustainability (CGBES of Module 4 of CS PP)

Enjoy Passing… Company Secretary Exams

For all videos, click http://www.youtube.com/user/learnlabz/videos?flow=grid&view=1

For details of OnlyThisMuch books, bookstores, etc… visit,

OnlyThisMuch books for CS Professional Program exams for ALL 8 subjects in 4 Modules: Financial Management, Tax laws, Company Secretarial Practice, Drafting, Corporate Restructuring, Strategic Management, Due Diligence & Corporate Governance; Find list of bookstores & online site links to buy OTM for Company Secretary exams

Sunday, July 8, 2012

OnlyThisMuch books for CS Professional Program exams for ALL 8 subjects in 4 Modules: Financial Management, Tax laws, Company Secretarial Practice, Drafting, Corporate Restructuring, Strategic Management, Due Diligence & Corporate Governance; Find list of bookstores & online site links to buy OTM for Company Secretary exams

Bringing OnlyThisMuch books for Company Secretary Professional Programme very close to you through various sources of bookstores near you, online purchases, cash on delivery, order through VPP, etc… to enjoy passing CS exams.

Special Edition

This edition of OTM covers the following subjects in 4 books with interesting ways to learn, Objectives, past exam question papers of Company Secretary exams, case studies, lots of ideas to remember provisions. This edition is much more than the Amendments in laws which took place recently.  You may also download the Amendments as applicable for CS exams from http://www.scribd.com/doc/93236216/Only-This-Much-Amendments-Laws-2012-Updates-for-Company-Secretary-Exams-on-Corporate-Economic-Securities-Secretarial-Practice-Drafting-Alliances.  Hope you all will enjoy learning to the core.  Do share your feedbacks with me on thisisvj@gmail.com

OTM – All 4 Modules for ACS Final

Module 1: Company Secretarial Practice (CSP) and Drafting, Appearances & Pleadings (DAP)

Module 2: Financial Treasury & Forex Management (FTFM) and Corporate Restructuring & Insolvency (CRI)

Module 3: Strategic Management, Alliances & International trade and Advance Tax laws & Practice (ATLP)

Module 4: Due Diligence & Corporate Compliance Management (DDCCM) and Corporate Governance, Business Ethics & Sustainability (CGBES).

Why to buy OTM for CS exams?

OTM always goes by the concept that “Nothing should be read unless otherwise its interesting”.  In this special edition, extra effort is put on that to make it more interesting to learn.  The subject on FTFM & ATLP is introduced for the first time ever in OTM series in a all new way to learn.  This sure shot way to shun the fear every student has on Financial Management and Taxes.  You need not ask any more the age old question of how to prepare for financial management in CS.  Why taxes are so tough in CS exams?

OTM mistakes & feedbacks

Entire OTM team has put heart & soul into this edition as ever.  Inspite of our that much caution, there might be errors and mistakes creeped in the books.  Request you to point out the same to us, so that we may try rectifying atleast in future.  Your feedbacks keeps us moving, my inbox is waiting for loads of same.

Where to buy OnlyThisMuch books!

How to buy OTM books were always a big problem with many CS students.  This time we have tried increasing our retail presence also with the book stores near you.  Even otherwise you can always rely online booksellers as they deliver you the books in 4 – 5 days without even using your credit card or debit card or netbanking as they are offering VPP (Value Payable Post) by taking Cash on Delivery (COD) for OTM books. 

Buying OTM books online

If you are appearing for ALL 4 modules of CS Professional Programme in one attempt, then you can consider buying 4 sets of OTM Professional books in a lot from Flipkart at a discounted price.  For more details, you may visit http://www.flipkart.com/only-much-9381904197/p/9789381904190?pid=9789381904190&ref=1ea0c170-7c9b-4767-8d99-654d64fb4af0

However you have an option to buy books separately also from the following links:

Buy OTM Professional Module 1 book: Flipkart Asialawhouse

Buy OTM Professional Module 2 book: Flipkart Asialawhouse

Buy OTM Professional Module 3 book: Flipkart Asialawhouse

Buy OTM Professional Module 4 book: Flipkart Asialawhouse

CS e-learning with OnlyThisMuch books

Yes, now you can enjoy listening to OTM while making your preparations for CS Professional Program as claimed in OnlyThisMuch books as “Read, Discuss, Record, Listen, Listen & Listen” at

OnlyThisMuch CompanySecretary Book Videos for CS Professional Programme Exams on Youtube to help on how-to study for Corporate law, Drafting, Financial Managment, Tax Laws, Due Diligence & Corporate Governance

Locate your nearest OTM bookstore now (Download)

Name of Bookstore where OTM is available

Address

Telephone No.

Books Emporium

3, M.G. Bhavan,Old  Nagardas Road,Opp. Chinai College, Andheri, Mumbai-400069   

28203894 / 66770474  Mob:     09820651516

Sapna Book House                                                                          

The Book Mall,# 3rd Main, Gandhinagar,Bangalore-560009

40114455

Ajit Law Book Depot

31, Budhwar Peth,Near Jogeshwari Mandir,Behind Suvarna Sahakari Bank,Pune-411002

24451546/66034697

M: 9850954972

Book Selection Centre

3-5-121/E/1/2,Beside Shalimar Theatre,Ramkote,Hyderabad

23446843

Mob: 09951666550

Student Book Centre

527, Kalbadevi Road,Opp. Edwards Cinema,Mumbai-400002

22050510/22011663

Mob:09820139068

Gandhi Law House

2, Shreyas Complex, Nr. Dinesh Hall,Behind Rushika Complex, Income Tax,Ashram Road,Ahmedabad-380009

26587666

Mob: 9825246364

Ganesh Book Bureau

No.1, 17th Cross, Lakshmipuram,CMH Road, Ulsoor,Banglore-560008

080 25551145/41698633

Mob: 09845266516

Law Book shop

1st Floor, Oriental Complex,Banerji Road Market Road JN,Ernakulam, Kochi,Kerala-682018

2397895/ 2398484

Asia Law House

# 10, Aiyanagar Plaza,Beside UTI Bank street, Kotih,Hyderabad-95

040 2474 2324 / 24608000

DECCAN Law House

Near Hotel Raj Tower,ELURU RoadVijaywada-520002

2576242

Mob:9848532127

Modern Book Depot

15 A J L Nehru Road,Opp. Light House Cinema,Kolkata-7000 013

22490933, 22493102

Venus Book Centre

Opp. Rajaram library,Ramnagar Road,Gokul Path, Nagpur-440010

2536314

Pooja Law House

LGF, Hans Bhawan,I.T.O.,I.P. Estate,New Delhi-110002

011 - 23370152 & 23379103

Singhania Books & Stationary

U-110, LG-1, Shakarpur,Main Vikas Marg,Infront of Laxmi Nagar Metro Station,Delhi-110092

M: 9213168238

Aggarwal Law House

Wing-II, Shop No. 2, LGF,Hans Bhawan, I.T.O.,New Delhi-110002

011 - 23379102 & 23378249

The Book Corporation

Ahmedabad

26465385/9327010323

Standard

Ahmedabad

27540731/27540732

Karnavati

Ahmedabad

26578319/26576299

Modern Laq

Allahabad

2560700/2560616

Alia Law

Allahabad

2560444

Puliani & Puliani

Bangalore

22266500/22264052

M.P.P.

Bangalore

22260706/22265901

Law Link Publication

Bangalore

9845057996

Professionals Book

Belgaum

2461681

Hemdeep

Baroda

2422603/2337503

Sagar

Baroda

2340933/2350293

Suvidha Law House

Bhopal

2551597/2559586

Nupur Law

Bhopal

2572741

Bilaspur Law

Bilaspur

9300333990

Book Corporation

Kolkata

22206669/22205367

Law Point

Kolkata

22101821/22483934

Kamal Law

Kolkata

22208941

Tax-N-Laws

Kolkata

22427092

Veenus Book

Kolkata

22483146

Sarat Book House

Kolkata    

Ph: 22418389  Mob: 09339759126

Shivraj Book Agency

Kolkata    

Mob: 9836850838

Jain General

Chandigarh

2702768

Jain Law

Chandigarh

2701615

Mohindra Law

Chandigarh

9417011540

Ajay Law

Chandigarh

9417184572

C Sitaraman & Co

Chennai

28111516/28117069/28113950

Swami Law

Chennai

2366285/2361341

Law Book Shop

Chennai

9447768991

TR Publications Pvt Ltd

Chennai

24340765

V Angomuthu

Coimbatore

2211585

Natraj Publishers

Dehradun

2653382/2654584

Commercial House

New Delhi

23947862/23267860

Central News Agency

New Delhi

43631313

Dhanwantra

New Delhi

23866768

Gupta Book

New Delhi

26449929

Jain Book Agency

New Delhi

23416390-94/26567066/26566113

Jain Book Depot

New Delhi

23416101-03/9891683582

JM Jaina

New Delhi

23915064

Krishna Law

New Delhi

23417866

Standard

New Delhi

23413899

Laxmi Law

Ghaziabad

9810579939

Anshu

Ghaziabad

9810903484

Balaji Book

Gurgaon

9810095379

Jain Book Agency

Gurgaon

4143020

Khatelpal

Indore

2540987

Vedpal Law

Indore

2543491

Legal

Indore

2543506

Hind

Jabalpur

2625642

Bharat Law

Jaipur

2316388/2321388

Jain Professional

Jaipur

2419331

Kishore Book

Jaipur

2362578

Krishna Book

Jaipur

2363891

Lawman

Jaipur

2553300

Current

Jaipur

2357842

Prakash Law

Jodhpur

2627658

Law Book

Kanpur

2311417

Akhawat

Kanpur

941505557

Eagle

Karnal

9416027279

Ashish Law House

Lucknow

9839710509

Universal Book Distributors

Lucknow

2324909/2333401

Arora Law

Ludhiana

2440390

Law Book

Meerut

2421589

Western

Meerut

2640778/2645778

Bhayani

Mumbai

22002966/22050884

Jaina Book

Mumbai

22012143/22018485

New Book

Mumbai

22054492/22016380

M&J

Mumbai

24134450

Pragati

Mumbai

22058242

Tax print

Mumbai

22693321

Shanti Law

Nagpur

2438647/2460698

Sterling Book House

Mumbai

22612521/22676046

National Book Centre

Nasik

2314821/Mob-9823358918

Malhotra Books

Patna

6410765

Malhotra Bros

Patna

2222914

Gupta Law

Panipat

9810364290

Madaan

Patiala

283375

Universal Book Stall

Pune

24450976/24451780

Malhotra

Ranchi

9308090536

Bharat Law

Raipur

9300206426

Jain Law

Raipur

9827930419

Rohit

Rajkot

2294288

Law Book & Forms

Rajkot

2234604

GIRI Law House

Salem

2416219

Takur

Shimla

2204515

Ashoka Book

Udaipur

2413813

Mamta

Ujjain

2513863

Andhra

Visakhapatnam

2265369

Authors

Sivakasi, Tamilnadu

222805

Download OTM bookstore lists & online links

From https://docs.google.com/open?id=0B-36NqCFw_7NNXg2T3Q1MW5oWGc

Enjoy passing…CS exams :)

Friday, May 11, 2012

Download OnlyThisMuch book Update Amendments 2012 for Company Secretary June exams onwards covering Corporate laws, Securities laws, Due Diligence, Voluntary Corporate Governance Codes, Schedule VI XII, Takeover Code 2011, Legal Metrology Act, Foreign Contribution, FDI Policy & ICDR with ICSI Supplements to enjoy passing

OnlyThisMuch book series has released most crucial Updates/ Amendments 2012 for June exam onwards under all laws applicable for Company Secretary exams [CS Executive Programme & Professional Program].  The same can be read from: http://www.scribd.com/doc/93236216/Only-This-Much-Amendments-Laws-2012-Updates-for-Company-Secretary-Exams-on-Corporate-Economic-Securities-Secretarial-Practice-Drafting-Alliances#fullscreen

(Better when downloaded).  It covers the following laws:

Company Law/ Company Secretarial Practice/ Corporate Restructuring

1.       Amendments in MCA-21 & Filing aspects

2.       Amendments in Clauses of Memorandum Of Association

3.       Amendments in Unlisted Public Companies PREFERENTIAL ALLOTMENT Rules u/s. 81(1A)

4.       Amendments in General Meetings & Board Meetings related

5.       Amendments in Managerial Remuneration under Schedule XIII

6.       Amendments in Related Party Transactions under Sections 295, 297 & 314 of Companies Act, 1956

7.       Amendments in Merger of Government Companies u/s. 396

8.       DEFUNCT COMPANIES & FAST TRACK EXIT SCHEME

9.       Form & Contents of Annual Accounts under Revised Schedule VI

 

CRUCIAL DOWNLOADS FOR LAST MINUTE READING BEFORE CS EXAMS:

For Direct & Indirect Tax Laws Amendments, download & print the ICSI Supplement from this link [this is applicable for CS Executive & Professional Program exams

Click here for Financial Management Theory

Glance through MCA Guidelines on Governance

Securities Law/ Due Diligence

1.       Amendments in SEBI ICDR Regulations, 2009

2.       Amendments in Equity Listing Agreement

3.       Public Issue by SME’s & SME Equity Listing Agreement (most predicted question for this exam)

4.       Debt market issues & Securitised Debt Listing Agreement

5.       Revised Insider Trading Disclosures

6.       New Takeover Code, 2011

Corporate Governance/ Securities Law

1.       New Voluntary Governance Codes in India

(including MCA’s Corporate Governance & CSR Code, Secretarial Audit, ICSI’s recommendations)

2.       New Governance Codes abroad

(including UK Corporate Governance & Stewardship Codes)

3.       Other Amendments – Internal Control, Credo & Green Tribunal

 

Other Laws for CS Exams:

1.       Amendments in FEMA & CONSOLIDATED Foreign Direct Investment (FDI) POLICY, 2012  [for Drafting & Alliances in Professional Program, Economic Laws in Executive Program]

2.       FOREIGN CONTRIBUTION (REGULATION) ACT, 2010 & RULES 2011 [FCRA] replacing Old Act [for Economic Laws in Executive Program & has Compounding provisions as relevant for Drafting]

3.       Competition Act, 2002 & Mergers, Amalgamations, Acquisitions & Takeovers (MAAT) [for Drafting & Corporate Restructuring in Professional Program & Economics Laws in Executive Program]

4.       Legal Metrology Act, 2009 replacing Standard Weights & Measures Act [for Eocnomic Laws in Executive Program]

 www.learnlabz.com

 onlythismuch@lawlabz.com

Only This Much Amendments Laws 2012 Updates for Company Secretary Exams on Corporate, Economic, Securities,...

Enjoy passingSmile

Tuesday, March 27, 2012

Takeover Code 2011 Supplement Study Material for download as published by ICSI - Corporate Restructuring & Due Diligence portions (with Checklists) - Download & Print now for June 2012 exams onwards

ICSI has released Updates/Supplements for Corporate Restructuring & Insolvency (CRI) and Due Diligence & Corporate Compliance Management (DDCCM) paper of CS Professional Programme exams on the topic “New Takeover Code 2011” (with Checklist).  The Study Materials are well made and worth reading.

 

I would suggest every student to take PRINT & read it instead of the existing chapters in your Study Material.

Click the links below:

Download CRI Supplement on Takeover Code

Download DDCCM Supplement on Takeover Code

Monday, June 13, 2011

Company Secretary June 2011 exam question paper for CS (ACS) Professional Programme

In the series of Question papers for CS Executive Programme and a video of solved Tax papers for Executive & Professional Programme, here comes June 2011 CS Professional Program question papers.  CS Final.

Module 1:

COMPANY SECRETARIAL PRATICE.pdf

https://viewer.zoho.com/docs/zYbbaL

DRAFTING APPEARANCES AND PLEADINGS.pdf

https://viewer.zoho.com/docs/yZeec

Module 2:

Corporate Restructuring and insolvency.pdf

https://viewer.zoho.com/docs/rYd5di

Financial,Treasury and Forex Management.pdf

https://viewer.zoho.com/docs/zZyHh

Module 3:

ADVANCE TAX LAW AND PRATICCE.pdf

https://viewer.zoho.com/docs/kY6lg

Alliances,international Trade and Strategic management.pdf

https://viewer.zoho.com/docs/qYabaP

Module 4:

CORPORATE GOVERNANCE BUSINESS ETHICS AND SUSTAINABILITY.pdf

https://viewer.zoho.com/docs/mYc86

DUE DILIGENCE AND CORPORATE COMPLIANCE MANAGEMENT.pdf

https://viewer.zoho.com/docs/hZnSg

 

For all Old Question papers of ACS exams, visit http://yehseeyes.blogspot.com/2007/11/icsi-question-papers.html

Enjoy solving.

Monday, December 6, 2010

No preferential allotment to promoter for 1 year on warrant failure, Be a retail investor UPTO 2 lakhs, Advertise filing of offer documents, Uniform allotment in offer to public, Asks company to decide whether partly/fully paid shares - SEBI ICDR 4th Amendment 2010

SEBI Issue of Capital & Disclosure Requirements - ICDR (Fourth Amendment) Regulations, 2010: The amendment includes postal insurance funds as QIB, increases retail investor limit to 2 lakhs [ie, those who will fall in the 35% in net offer category], mandates company to advertise filing of offer documents, clarifies on pending convertible securities before IPO, as usual puts extra responsibility on Merchant banker to certify on advertisements issued in all types of media, unifies allotment in offer to public as 50%-35%-15% (for QIB-Retail-Others), issue to give either part payment or full payment option to investors (& not both) and finally clarifies on eligibility of Preferential Allotment to Promoters or Promoters Group (i.e) if they have sold shares within past 6 months or if they have failed to exercise warrants issued within past 1 year, then such promoters/promoters group becomes ineligible for preferential allotment.

Retail investors/reservation to employees limit extended

Reg 2(ze) “retail individual investor” means an investor who applies or bids for specified securities for a value of not more than  Rs. 2 lakhs (erstwhile limit was Rs. 1 lakh).

Reg 2(zf) “retail individual shareholder” means a shareholder of a listed issuer, who applies or bids for specified securities for a value of not more than Rs. 2 lakhs.

Reg 42(4): The reservation on competitive basis to any employee shall not exceed Rs. 2,00,000/- (erstwhile limit was Rs. 1,00,000)

Reg 2(zd) “Qualified Institutional Buyer” (QIB) has 12 items now:

“(xii) insurance funds set up and managed by the Department of Posts, India.”

In addition to SEBI, Stock Exchange & Merchant banker who publish draft offer documents in their website, the company shall publish the same in dailies

New Reg 9(3): The issuer company either on the date of filing the draft offer document with SEBI or on the next day shall make a public  announcement in one English/Hindi/Regional daily newspaper with wide  circulation about the fact of filing of draft offer document with SEBI and inviting public comments.

Reg 26(5): IPO can be made with FULLY PAID outstanding convertible securities which are required to be converted on or before the date of filing of prospectus.

Same allocation even if minimum public shareholding is 10/25%Reg 43(2): Allocation in net offer to public category shall be:

  • UPTO 50% to QIB
  • Atleast 35% to Retail Investors
  • Atleast 15% to Non-Institutional Investors

(irrespective of whether the offer is made under Rule 19(2)(b) or not [i.e, even if minimum public shareholding is 10%])

Hence, the erswhile limits of 60%, 30%, 10% will  not apply.

Make it fully paid or partly paid & not both

New Reg 54(7):  “The issuer shall give only one payment option out of the following to all the investors -  

(a) part payment on application with balance money to be paid in  calls; or 
(b) full payment on application:

Provided that where the issuer has given the part payment option to  investors, such issuer shall  obtain the necessary regulatory  approvals to facilitate the same.”

Now, Merchant banker shall also certify the Public communications, publicity materials, advertisements and research reports in all medias

New Reg 60(14): “The merchant bankers shall submit a compliance certificate in the format specified in  Part D of Schedule XIII, for the period between the date of filing the draft offer document with SEBI and the date of closure of the issue, in respect of news reports appearing in any of the following media:
(a) newspapers mentioned in sub-regulation (3) of regulation 9;
(b) major business magazines;
(c) print and electronic media controlled by a media group where the media group has a private treaty/shareholders’ agreement with the issuer or promoters of the issuer.”

image

Conditions for Preferential Allotment made more stringent

“Explanation: Where any person belonging to promoter(s) or the promoter group has sold his  equity shares in the issuer during the 6 months preceding the relevant date, the promoter(s) and promoter group shall be ineligible for  allotment of specified securities on preferential basis”.

New Reg 72(3): Where any person belonging to promoter(s) or the  promoter group has previously subscribed to warrants of an issuer but failed to exercise the warrants, the promoter(s) and promoter group shall be ineligible for issue of specified securities of such issuer on preferential basis for a period of one year from the date of expiry of the tenure/cancellation of  the  warrants.

Download the SEBI ICDR 4th Amendment 2010 issued vide No. LAD-NRO/GN/2010-11/19/26456 dated 12th November 2010

Thursday, August 19, 2010

Download Referencer on Secretarial Audit under Corporate Governance Voluntary Guidlines for Company Secretaries issued by ICSI, good read through

The Ministry of Corporate Affairs (MCA), Government of India released CORPORATE GOVERNANCE VOLUNTARY GUIDELINES 2009 on December 21, 2009. The preamble to Guidelines states that “These guidelines provide for a set of good practices which may be voluntarily adopted by the Public companies. Private companies, particularly the bigger ones, may also like to adopt these guidelines.”

The Guidelines, amongst other things, recommend the introduction of Secretarial Audit. Para V of the Guidelines states that :

“Since the Board has the overarching responsibility of ensuring transparent, ethical and responsible governance of the company, it is important that the Board processes and compliance mechanisms of the company are robust. To ensure this, the companies may get the Secretarial Audit conducted by a competent professional. The Board should give its comments on the Secretarial Audit in its report to the shareholders.”

Companies, which do not adopt these guidelines, either fully or partially, are expected to inform their shareholders about the reasons for not adopting these Guidelines. This is in consonance with the popular doctrine of “Comply or Explain”. The Board should give its comments on the Secretarial Audit in Directors’ Report as provided in Para V of the Guidelines.

Download Reference on Secretarial Audit issued by the Institute of Company Secretaries of India (ICSI) for the purpose of Corporate Governance Voluntary Guidelines

Friday, August 6, 2010

Understand Chapter XA of SEBI ICDR Amendment 2010 as to SME Exchange and listing upto 25 crores of capital like Fast track route for small & medium companies

Download the Updated Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 as on date. 

In order to lay down the policy for issue, listing and trading of the securities issued by the SMEs, necessary amendments have been made in the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and consequent amendments were made int he following regulations as given below.

SEBI ICDR Third Amendment Regulations 2010, in addition to the amendments made under various clauses, the following updates were made.

After CHAPTER X, the following Chapter shall be inserted, namely:-
“CHAPTER XA
ISSUE OF SPECIFIED SECURITIES BY SMALL AND MEDIUM
ENTERPRISES (SME) – Regulation 106A to 106J

An issuer whose post-issue face value capital does not exceed ten crore rupees shall issue its specified securities in accordance with provisions of this
Chapter.  Kindly note, there is also Micro, Small & Medium Enterprises Development Act which classifies Industries but for such classification, only the investment made in plant & machinery are taken into account whereas under SEBI ICDR the whole capital of the company should be Rs. 10 crores or less

In some cases, even upto Rs. 25 crores [ie, 10 crores to 25 crores] may be considered under this chapter where shareholders agree to Migrate by passing a Special Resolution through postal ballot and can be acted upon if and only if the votes cast by shareholders other than promoters in favour of the proposal amount to at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal. [R:106H].  Kindly note even such companies, if already in SME Exchange have the option to migrate to Main board on satisfaction of the above said conditions. [R:106I]

In cases where companies in SME Exchange [upto 25 crores] is likely to exceed the same due to further issue of shares, then prior to such issue the company shall pass Special Resolution (similar way as mentioned above) and to get in-principle approval for listing in the Main board by complying with all the conditions.

The sub-regulations (1), (2) and (3) of regulation 6 (filing of offer document), regulation 7 (in-principle approval), regulation 8 (documents to be submitted before opening the issue), regulation 9 (draft offer document to be made public), regulation 10 (Fast track issue), regulation 25, 26 & 27 (eligibity requirements for IPO & FPO) and sub-regulation (1) of regulation 49 (Minimum application value between Rs.5000 & 7000) of these regulations shall not apply to an issue of specified securities made under this Chapter.  That means, all other regulation will apply as such with such modifications as necessary, what we call legally as “mutatis mutandis”.

Main Board = Stock Exchanges other than SME Exchange

Nominated Investor = QIB/PE fund who undertakes the under-subscription portion or receive/deliver (which requires prior approval of SME exchanges) during Market making (for 3 years) with the market makers inventory of atleast 5%. Market Maker shall not buy from promoter or persons belonging to promoter group.  [R 106J]  Also, a promoter can offer only such shares which are not locked-in for market making with the prior approval of SME Exchange.

Similar to Fast track Issues (FTI), there is no need to file draft offer documents, instead the final offer documents shall be filed simultaneously with SME Exchanges, RoC and SEBI alongwith  due-diligence certificate as per Form A of Schedule VI including additional confirmations as provided in Form H of Schedule VI.

  1. 100% of offer through offer document shall be underwritten, out of which,
    • 15% shall be underwritten by Merchantbankers
  2. Underwriter shall undertake in case of under-subscritpion and not more than that as mentioned in the agreement.
  3. Nominee Investor shall undertake in case of under-subscription.
  4. Merchant banker is responsible for underwriting & shall give an Undertaking 1 day before opening of issue.
  5. Minimum Application size = atleast Rs. 1 lakh per application.
  6. Minimum Allottees = 50 nos.

In Schedule VI, after Form G, the following form shall be inserted, namely:-
“FORM H
[See regulation 106C(2)]

ADDITIONAL CONFIRMATIONS/ CERTIFICATION TO BE GIVEN BY MERCHANT BANKER IN DUE DILIGENCE CERTIFICATE TO BE GIVEN ALONG WITH OFFER DOCUMENT REGARDING SME EXCHANGE.

ASBA for all, Discounted price for employees, issuer can regulate bids, fti liberalised as to SCN, reservation for other employees also, lock-in preferential issue sica, IDR %: SEBI ICDR Amendments 2010

Download the Updated Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 as on date.  There are three amendments in SEBI ICDR Regulations in 2010 which are,

SEBI ICDR First Amendment January 2010

Regulation 58: Abridged prospectus, abridged letter of offer and ASBA.

(5) In all public issues and rights issues, where not more than one payment option is given, the issuer shall provide the facility of ASBA in accordance with the procedure and eligibility criteria specified by SEBI. [earlier it was available only to retail investors]

(6) An application through ASBA form may be made:
(a) in a public issue, by an applicant who:
(i) is a resident retail individual investor;
(ii) is bidding at cut-off, with single option as to the number of shares bid for;
(iii) is applying through blocking of funds in a bank account with the self certified
syndicate banks;
(iv) has agreed not to revise his bid;
(v) is not bidding under any of the reserved categories;
(b) in a rights issue, by an applicant who:
(i) holds the shares of the issuer in dematerialised form as on the record date and has
applied for entitlements and/or additional equity shares in dematerialised form;
(ii) has not renounced his entitlements in full or in part;
(iii) is not a renouncee;
(iv) who is applying through blocking of funds in a bank account with the Self Certified
Syndicate Bank.
[Omitted]

In schedule XI, in Part A, in para (12), in clause (i), the bracket and words “(except ASBA investors)” shall be omitted.

SEBI ICDR Second Amendment January 2010

 

Regulation 29: Differential Pricing

After clause (c), following clause shall be inserted , namely:-

“(d) In case the issuer opts for the alternate method of book building in terms of Part D of Schedule XI, the issuer may offer specified securities to its employees at a price lower than the floor price:
Provided that the difference between the floor price and the price at which specified securities are offered to employees shall not be more than 10% of the floor price.”

In schedule XI, in Part D, [alternate method of book building]-
“(b) The issuer shall disclose a floor price in the red herring prospectus. The issuer may mention the floor price in the red herring prospectus (RHP) or if the floor price is not mentioned in the red herring prospectus, the issuer shall announce the floor price at least one working day before opening of the bid in all the newspapers in which the pre-issue advertisement was released.”

“(c) Investors other than retail individual investors shall bid at any price above the floor price.   Qualified institutional buyers (QIB) shall bid at any price above the floor price.” [as discounted price is allowed to employees, retail investors, etc…]

“(e) Allotment shall be on price priority basis for investors other than retail individual investors.  Allotment shall be on price priority basis for qualified institutional buyers.”

“(f) Allotment to retail individual investors shall be made proportionately as illustrated in this Schedule.  Allotment to retail individual investors, non-institutional investors and
employees of the issuer shall be made proportionately as illustrated in this Schedule.”

“(h) Retail individual investors shall be allotted specified securities at the floor price. Retail individual investors, non-institutional investors and employees shall be allotted specified securities at the floor price subject to provisions of clause (d) of regulation 29.”

“(i)  The issuer may place a cap either in terms of number of specified securities or percentage of issued capital of the issuer that may be allotted to a single bidder.  The issuer may:-
(A) place a cap either in terms of number of specified securities or percentage of issued capital of the issuer that may be allotted to a single bidder;
(B) decide whether a bidder be allowed to revise the bid upwards or downwards in terms of price and/or quantity;
(C) decide whether a bidder be allowed single or multiple bids.”

SEBI ICDR Third Amendment April 2010

Regulation 2(1)

(c)“anchor investor" means a qualified institutional buyer [who makes] an application for a value of ten crore rupees or more in a public issue made through the book building process in accordance with these regulations;

(m) “employee” means a permanent and full-time employee of the issuer, working in India or abroad, [of the issuer or of the holding company or subsidiary company or of that material associate(s) of the issuer whose financial statements are consolidated with the issuer’s financial statements as per Accounting Standard 21], or a director of the issuer, whether whole time or part time and does not include promoters and an immediate relative of the promoter (i.e., any spouse of that
person, or any parent, brother, sister or child of the person or of the spouse);

(zf) “retail individual shareholder” means a shareholder of a listed issuer, who:
(i) as on the date fixed for the purpose of determining shareholders eligible for reservation in terms of [regulation 42] of these regulations, is holding equity shares which, on the basis of the closing price of the equity shares on the recognised stock exchange in which highest trading volume in respect of the equity shares of the issuer was recorded as on the previous day, are worth up to one lakh rupees; and (ii) applies or bids for specified securities for a value of not more than one lakh rupees;

Regulation 8: Documents to be submitted before opening of the issue by Lead Merchant Banker with Draft offer document

(1)(e): a certificate in the format specified in [Part C] of Schedule VII, confirming compliance of the conditions mentioned therein.

Regulation 10: Fast Track issue

(1)(g): no show-cause notices have been issued or prosecution proceedings initiated [by SEBI] or pending against the issuer or its promoters or whole time directors as on the reference date;

Regulation 13: Underwriting

(2) Where the issuer makes a public issue through the book building process, such issue shall be underwritten by book runners or syndicate members:
Provided that fifty per cent. [sixty per cent, if public issue is made with at least ten per cent. public offer under clause (b) of sub-rule (2) of rule 19 of the Securities Contracts (Regulation) Rules, 1957] of the net offer to public proposed to be compulsorily allotted to qualified institutional buyers for the purpose of compliance of the eligibility conditions specified in sub-regulation (2) of regulation 26 and [regulation 27] cannot be underwritten.

Regulation 26: Conditions for IPO

(5) No issuer shall make an initial public offer if [as on the date of registering the prospectus with the Registrar of Companies] there are any outstanding convertible securities or any other right which would entitle any person any option to receive equity shares after the initial public offer: Provided that…..

Regulation 29: Differential Pricing – [as the word “of the issuer” is removed as mentioned below, discounted price can be offered beyond the employees of issuer company also].

(a) retail individual investors or retail individual shareholders or employees[***] entitled for reservation made under regulation 42 making an application for specified securities of value not more than one lakh rupees, may be offered specified securities at a price lower than the price at which net offer is made to other categories of applicants: Provided…

Further, the same is also reiterated in Regulation 55A dealing with Reservation for [its] employees alongwith rights issue by removing the word “its”.

Regulation 42:  Reservations on competitive basis

“(1)(a) employees of the issuer including employees of the promoting companies in case of a new issuer; employees; and in case of a new issuer, persons who are in the permanent and full time employment of the promoting companies excluding the promoters and an immediate relative of the promoter of such companies;”

“(2)(a) employees of the issuer including employees of the promoting companies in case of a new issuer; employees; and in case of a new issuer, persons who are in the permanent and full time employment of the promoting companies excluding the promoters and an immediate relative of the promoter of such companies;”

Regulation 46: Period of Subscription

(1) [Except as otherwise provided in these regulations] a public issue shall be kept open for at least three working days but not more than ten working days including the days for which the issue is kept open in case of revision in price band.

Regulation 70. [Preferential issue to Company under SICA shall be subject to lock-in, though exempt from other preferential issue regulations.]

(1) The provisions of Preferential Issue shall not apply where the preferential issue of equity shares is made:
(a) pursuant to conversion of loan or option attached to convertible debt instruments in terms of sub-sections (3) and (4) of sections 81 of the Companies Act, 1956;
(b) pursuant to a scheme approved by a High Court under section 391 to 394 of the Companies Act, 1956;
(c) in terms of the rehabilitation scheme approved by the Board of Industrial and Financial Reconstruction under the Sick Industrial Companies (Special Provisions) Act, 1985:
[Provided that the lock-in provisions of this Chapter shall apply to preferential issue of equity shares mentioned in clause (c).]

Regulation 98: Conditions for issue of IDR

(e) the balance fifty per cent. may be allocated among the categories of non-institutional investors and retail individual investors including employees at the discretion of the issuer and the manner of allocation shall be disclosed in the prospectus. Allotment to investors within a category shall be on proportionate basis:
[Provided that at least thirty per cent. of the IDRs being offered in the public issue {erstwhile it was 30% of the 50%} shall be available for allocation to retail individual investors and in case of under subscription in retail individual investor category, spillover to other categories to the extent of under subscription may be permitted.
Explanation: For the purpose of this regulation, “employee” shall mean a person who,-
(a) is a resident of India, and
(b) is a permanent and full-time employee or a director, whether whole time or part time, of the issuer or of the holding company or subsidiary company or of the material associate(s) of the issuer, whose financial statements are
consolidated with the issuer’s financial statements, working in India and does not include promoters and an immediate relative of the promoter (i.e., any spouse of that person, or any parent, brother, sister or child of the person or of the spouse).]

In Schedule IV,

  • in Part A, for clause (b) with respect to Rights issue, the following shall be substituted, namely:-
    “(b) In case of a rights issue: An alteration as to fees is made.
  • in Part B, for the words “Para 3” , the words “Para 2” shall be substituted.

In Schedule VI,

  • in Form A, for reference title, the following shall be substituted, namely:-
    “[See regulations 8(1)(c), 10(3)(a) and 106C(2)]”
  • (b) in Form D, in the note, for the figure, bracket and word “2(b)”, the figure, bracket and word “1(b)” shall be substituted.

In Schedule VIII,

(a) in Part A, in Para (2), -
(A) in item (VI),-
(I) in sub-item (B), in clause (15), for sub-clause (e), the following shall be
substituted, namely:-
“(e) The underwriting agreement shall list out the role and obligations of each
syndicate member and inter-alia contain a clause stating that margin collected shall be uniform across all categories indicating the percentage to be paid as margin by the investor at the time of bidding.”
(II) in sub-item (D), in clause (2),-
(i) in sub-clause (i), in section (ii), after the words “regulation 2”, the bracket
“)”shall be inserted;
(ii) in sub-clause (j), in section (iv), after the words “regulation 32”, the words
“and regulation 33” shall be inserted;
(iii)in sub-clause (r), after section (xvii), the following shall be inserted,
namely:-
“(xviii) the details of the number of shares issued in ESPS, the price at which
such shares are issued, employee-wise details of the shares issued to
• senior managerial personnel;
• any other employee who is issued shares in any one year amounting to
5% or more shares issued during that year;
• identified employees who were issued shares during any one year equal
to or exceeding 1% of the issued capital of the company at the time of
issuance;
(xix) diluted Earning Per Share (EPS) pursuant to issuance of shares under
ESPS; and consideration received against the issuance of shares.”
(B) in item (VIII),-
(I) in sub-item (D), in clause (3), sub-clause (f) shall be omitted;
(II) in sub-item (E), in clause (8), in sub-clause (j), for the word
“discussed” appearing at the end, the word “disclosed” shall be
substituted;
(C) in item (IX),-
(I) in sub-item (B),-
(i) in clause (12), in sub-clause (a), in section (v), for the mark and
words “(c) or (d)”, the mark and words “(iii) or (iv)” shall be
substituted;
(ii) in clause (16), in sub-clause (b), after the words “loan taken
and before the words “by the promoters”, the words “from the
issuer
” shall be inserted;
(II) in sub-item(C), in clause (2), before the proviso the following
paragraph shall be inserted, namely:-

“In case there are no listed group companies, the financial information shall be given for the five largest unlisted group companies based on turnover.”
(D) in item (XI), in sub-item (I), for the words “letter of offer”, the words “offer document” shall be substituted;
(E) in item (XII), in sub-item (B), in clause (29), in sub-clause (a), for the words “thirty days” appearing after the words “from the date of the closure” the words “fifteen days” shall be substituted;
(b) in Part C, in para (2),-
(A) brackets and letter “(e)” shall be omitted;
(B) item (f) shall be renumbered as “(e)”;
(c) in Part E, in Para (5), in item (VI), in sub-item (C), in clause (6), the following proviso shall be inserted, namely:-
“Provided that such participation shall not result in breach of minimum public shareholding requirement stipulated in the equity listing agreement entered into between the issuer and the recognized stock exchanges where the specified securities of the issuer are listed.”
(d) in Part F, for para (2), the following shall be substituted, namely:-
“(2) However, if the conditions specified in clause (1) in Part E of this Schedule are satisfied, the disclosure requirements specified in the following clauses in Part D of this Schedule, shall not be applicable to such issuer:
(a) Sub-item (B) of item II ;
(b) Sub-item (D) of item III;
(c) Item V;
(d) Item VI;
(e) Item VII ;
(f) Item X;
(g) Item XI;
(h) Item XIV;
(i) Item XV;
(j) Item XVI.”

In Schedule XI,-
(a) in Part A,-
(A) in para 10, for clause (f), the following shall be substituted, namely:-

“(f) Anchor Investors shall pay on application the same margin which is payable by other categories of investors the balance, if any, shall be paid within 2 days of the date of closure of the issue.”
(B) in para 11, -
(I) for clause (a), the following shall be substituted, namely:-
“(a) The margin collected shall be uniform across all categories of investors.”
(II) clause (b) shall be omitted;
(C) in para 12, after clause (i), the following shall be inserted, namely:-
“(ia) The issuer may decide to close the bidding by qualified institutional buyers one day prior to the closure of the issue subject to the following conditions:
(i) bidding shall be kept open for a minimum of three days for all categories of
applicants;
(ii) disclosures are made in the red herring prospectus regarding the issuer’s
decision to close the bidding by qualified institutional buyers one day prior to closure of issue.”
(b) in Part C, in the heading, for the word “INSTUTIONAL”, the word “INSTITUTIONAL” shall be substituted.

CS Updatin...

See Yes -> Yes, ACS

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