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Showing posts with label Public Awareness. Show all posts
Showing posts with label Public Awareness. Show all posts

Tuesday, September 20, 2011

Download CS Reference Book for Foundation,Executive & Professional Program exams: Company Secretary Revision Materials

As you are aware the Bar Council has an examination called All India Bar Exams (AIBE) for qualified lawyers who are interested in practising law in Courts across India.  For that purpose, the Bar Council with Rainmaker has created wonderful preparatory materials.  The content are ample enough to cover important provisions.  It is the best reference material for Drafting paper in CS Professional Program and General Law in CS Executive Program, just read to get maximum marks in exams.  It will of good help for Revision too before CS exams or any CA/CWA exams where you study the following laws:

Crisp Law for Exams - 1

Download Link for Book 1: http://www.barcouncilofindia.org/wp-content/uploads/2010/08/AIBEP1.pdf

Crisp Law for Exams - 2

Download Link for Book 2: http://www.barcouncilofindia.org/wp-content/uploads/2010/08/AIBEP2.pdf

Reference Materials for CS Foundation Programme

In the above refer Chapter No. 4 for Elements of Business Laws paper.

Reference Materials for CS Executive Programme

Module 1: General & Commercial Law (GCL): Chapter Nos. 1, 2, 3, 4, 6, 8, 11, 18.

Module 2: Company Law: Chapter No. 13.

Economic & Labour Laws: Chapter Nos.  14 & 17.

Reference Materials for CS Professional Programme

Module 1: Company Secretarial Practice (CSP): Chapter No. 13.

Drafting, Appearances & Pleadings (DAP):  Chapter Nos. 1,2,3,7.

The materials are shared only for the purpose of study and not for any other purpose.

For Executive Program: http://yehseeyes.blogspot.com/2007/10/cs-inter-reference-materials.html
For Professional Program: http://yehseeyes.blogspot.com/2010/01/books-for-cs-professional-program-on.html

For Hindi Medium: http://yehseeyes.blogspot.com/2011/09/company-secretary-hindi-medium-books-on.html

THOSE WHO ARE UNABLE TO DOWNLOAD FROM ABOVE, CAN READ PART I & II FROM BELOW:

AIBEP1

AIBEP2

Sunday, November 28, 2010

SEBI interprets whether offer to 50 or more persons amounts to public & thereby mandates listing under Companies Act, irrespective of intention to list its securities with Stock Exchange - reading together Section 55A with 73

On 24th November 2010, it happened!!!  SEBI, the watch dog of Indian Capital Market did its part of research on Companies Act to understand the powers which are already vested with it and has come out [barking :-)] with brilliant interpretations. 

SEBI takes a re-look on

Section 55A, 56, 60B, 67, 73 & 81(1A) of Companies Act, 1956

DIRECTIONS UNDER SECTIONS 11(1), 11(4)(b), 11A(1)(b) AND 11B issued under SEBI ACT, 1992 READ WITH REGULATION 107 OF SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS - ICDR) REGULATIONS, 2009 IN THE MATTER OF ISSUANCE OF OPTIONALLY FULLY CONVERTIBLE DEBENTURES (OFCD) BY SAHARA INDIA REAL ESTATE CORPORATION LIMITED (SIREC) AND SAHARA HOUSING INVESTMENT CORPORATION LIMITED (SHICL).  Lets refer SIREC & SHICL as “Company”.

The Company’s point of view

a. OFCD issuance of SIRECL and SHICL do not come under the purview of SEBI as Section 55A of the Companies Act, 1956 delegates the administrative power to SEBI only with respect to the listed public companies and those public companies which are intending to get their securities listed in India. Since the said companies have stated in the RHP filed with the RoC that, they do not intend to get the OFCDs listed in any stock exchanges in India or abroad, the issuance of OFCDs does not come under the purview of SEBI.
Note: OFCD is a security and is convertible into Equity Shares and is not in the nature of “Non-Convertible Debt Security”.

b. Issuance of OFCDs was made on private placement basis and is restricted to a select group (however large, they may be), it ceases to be an offer to the public.
c. When securities are issued to more than 50 persons, by following the procedure laid down under Section 60B of the Companies Act, 1956, by circulation of information memorandum and filing of Red Herring Prospectus (RHP) with the RoC, it would not be necessary to list the securities so offered and the issue shall remain outside the purview of SEBI.

What did SEBI analyse?

a) Whether the impugned OFCD offers have been made to the public and if so, whether listing of the OFCDs, so offered, is mandatory?
b) Whether Section 60B of the Act provides “an alternative route” for raising capital without complying with Section 73 of the Act and other SEBI requirements, as contended by the companies?

What does Companies Act say?

Section 67: The essence of this section is that “who can apply for securities in response to invitation shall be checked to determine whether it is an offer to public” and lays certain criteria for that.

The said Section explicitly states that any reference in the Act or in the articles of a company to offering (or inviting to subscribe) for shares or debentures to the public shall be construed as including a reference to offering them (or inviting them to subscribe) to any section of the public, whether selected as members or debenture holders of the company concerned or as clients of the person issuing the prospectus or in any other manner.

Provisio to Section 67(3) as summarised by SEBI:  Even if an issue is made by way of private placement to 50 or more persons, it would be deemed to be a public issue (“deemed to be a public issue”) irrespective of whether it was offered to public at large or to just a section of the public chosen, in whatever manner.

Further, any further issue of capital, even pursuant to a resolution made under Section 81(1A) of the Act (dealing private placement to select group of persons), is subject to the provisions of Part III of the Act (dealing with Prospectus), if the offer is made to 50 persons or more.

The filing of a prospectus under the Act signfies the intention of the issuer to raise funds from the public. – SEBI infers!!!

Whether listing is mandatory for all public issues?

As per Section 73(1) of the Act, every company intending to offer shares or debentures to the public for subscription by the issue of a prospectus shall, before such issue, make an application to one or more recognized stock exchanges for permission for (listing of) the shares or debentures intending to be so offered to be dealt with in a stock exchange or each such stock exchange.

As per Section 73(2) of the Act, where any listing permission is not applied, as observed in the present case, the companies are required to refund all the money received as subscription within the stipulated time.

The intention of the companies to list or not is immaterial as it is mandated by the Act – SEBI infers!!!

SEBI Order analyses Section 55A & Section 73

The words “intend to get their securities listed” in Section 55A(1) (b) of the Act (which gives the power to SEBI) is clearly synonymous with the words “intend to offer their securities to public” (as per Section 73), as law mandates compulsory listing in case of public issues and specifies that any condition to waive this requirement is void [as per Section 73(4)].

If to 50 or more persons, then to 1000 or more persons!!!

Once the company is mandated to list, it shall comply with the requirements of SEBI ICDR regulation as the debentures are convertible into Equity.  Reading Section 67 with ICDR:

Once the issuer decides to offer its securities to 50 or more persons, then the issue is an offer to public at large, complying with the provisions prescribed in the ICDR Regulations which mentions that an issuer shall not make an allotment pursuant to a public issue if the number of prospective allottees is less than 1000, to ensure there is sufficient liquidity in the scrip post listing.

In such case, it shall file RHP with SEBI atleast 30 days in advance before filing the same with RoC – SEBI infers!!!

SEBI tooks pains to highlight the clauses of ICDR not complied with, in this link:

http://www.sebi.gov.in//cmorder/SaharaAnnexure.pdf

SEBI also claims the Prospectus filed by the company is not fully adequate with requisite legal information.  On analysing the above mentioned violation of Companies Act & some other observations by SEBI on the financials had issued an ad interim, ex-parte Order vide WTM/KMA/CFD/316/11/2010.

The Company claims unlisted companies cannot come under the purview of SEBI

The company deems the order as imprudent and irrational vide its RESPONSE as this order created a confusion among public that Sahara’s IPO is rejected (which is not at all the case though!!!).  Further, in the interest, image and goodwill of entire Sahara India Pariwar, the company has disclosed the details in its RESPONSE.

SEBI’s Order: WTM/KMA/CFD/316/11/2010

Sahara’s Response: RESPONSE

This case may give an answer to the BERMUDA TRIANGLE of what if issue to 50 or more persons but less than 1000 persons

  • Will the company take the Writ route to re-examine the jurisdiction of SEBI with respect to Section 55A read with Section 73?
  • Believe, this cannot have the same HAPPY ENDING with Consent Order at later stages. 

We shall await for the Securities Appellate Tribunal’s (SAT) interesting response. 

Thursday, October 21, 2010

Wholetime practising CS CA CWA can register as Facilitation Centre (CFC) for e-filing of excise, service tax now, website links for application forms given here

Setting up of Certified Facilitation Centers (CFCs) under ACES project of the CBEC

The ICSI/ICAI/ICWAI is pleased to inform you that the application format and other modalities for setting up of Certified Facilitation Centers (CFCs) under Automation of Central Excise and Service Tax (ACES) project of the Central Board of Excise & Customs (CBEC) has been finalised.

CFCs are set up by Professionals for the purposes of enabling e-filing of applications pertaining to Central Excise, Service tax, etc…The services provided by these CGC entail payment of service charges.

According to the scheme, a member of the ICSI/ICAI/ICWAI having valid Certificate of Practice and having at least one year of experience in practice can apply individually (not in the name of the firm) for registration as CFC after complying with the technical and other requirements as specified in the MOU.  The interested Whole Time Practicising Company Secretary/Chartered Accountant/Cost Accountant may make an online application for registration as CFC through the relevant link on our portal:

The applicants are requested to note that he/she shall have to make a payment of Rs.1000/- only (non-refundable) towards application fees.

Enjoy certifyin…

Sunday, October 10, 2010

How to get MCA updates in SMS or email through RSS feeds in your mobile or account - Ministry of Corporate Affairs commendable initiative to Free Registered Users

All types of MCA users (with login facility – whether registered/business) now have an option to get ALERTS of happenings/updates from Ministry of Corporate Affairs through Short Messaging Service (SMS) in addition to the e-mail updates through RSS feeds now by signing up for your Account in the MCA portal (www.mca.gov.in ) and then Click this link:

Register for SMS Alerts

Which will ask for your 10 digit mobile number and get itself updated with your records thereon.  If you don’t have an account in MCA then you have the option to register as a Registered User for FREE from New User and then subscribe for the said update.

How to get MCA RSS Feeds in e-mail?

What is RSS feeds? It is as simple as how to get MCA news updates through e-mail.  Just follow with this easy step & keep learning:

Open http://www.feedmyinbox.com/ and then enter http://www.mca.gov.in/Ministry/latestnews/MinistryNews.rss in the box given next to Website or Feed URL (as shown below) and your Email Address in the Next box, follow it by clicking SUBMIT.

 

Now you will receive a mail in the given email id asking for your CONFIRMATION, clicking the link in the mail will help you to get MCA updates right in your email box.

Do you want specific Updates @Yehseeyes style on various Corporate laws through e-mail, then you may follow the same steps in this link: | Subscribe to Blog.

Enjoy updating (your knowledge).

Monday, September 6, 2010

ICSI's New Website, Online purchase of magazines like Chartered Secretary, Student concessions, Company Secretary National Convention 2010 articles - Subscribe now

The Institute of Company Secretaries of India (ICSI) has 3 websites now,

  1. www.icsi.edu representing ICSI
  2. www.icsi.in for Members & Students of ICSI
  3. http://knowledge.icsi.edu, an online e-commerce site for students, members & others which is accessible on payment basis to buy publications of ICSI, recent updates on various laws, etc…  The site plans are detailed hereunder:
Sr. No. Plan Special launch offer by the end of September 2010 (Rs.)* Regular Plan by the end of March 2011 (Rs.)*
1 Student 1500 2000
2 Member in practice 2250 3150
3 Member in employment 2500 3500
4 Other 4500 5500
*Subscription valid for one year from the date of registration. All applicable taxes are extra.

No information from http://knowledge.icsi.edu is available free of cost, hence the above mentioned subscription plans to get a login id & password.  But, You have an option to:

Post Your Query

This will get you the supportive references such as legal provisions, case law etc for your legal research query even if you are not an existing subscriber of eJurix. We may need to interact with you to clarify your query if required. Cost estimation will depend upon the complexity of the query and will be conveyed to you after analyzing the same. You will receive a response to your query within 4 working days of receiving the payment.

38th National Convention of ICSI 2010 @ Kolkata

The following Articles are the must read-through which are published by learned professionals on various topics of relevance as a part of ICSI convention theme – India Inc & Inclusive growth.  The topics include Micro, Small, Medium Enterprises, Corporate Social Responsibility, Corporate Governance, Direct Tax Code, Goods & Services Tax, etc…download the same from the following links:

https://docs.google.com/leaf?id=0B-36NqCFw_7NNTRlNThmMzQtYzE2ZC00ZDZmLTkzOWEtOTg0ZWYxODdjNTY4&hl=en

https://docs.google.com/leaf?id=0B-36NqCFw_7NMDkyYTU2ZTgtMDNkMy00ZGY2LWJjMTYtMjllZmYzZGQxYjE1&hl=en

https://docs.google.com/leaf?id=0B-36NqCFw_7NNGI5YmMzYTUtYjc4MC00ZjE0LTkwNDItZmU0YmI2NGE0NGVj&hl=en

https://docs.google.com/leaf?id=0B-36NqCFw_7NMmFhMTdkMmItZTMyYy00ZGU0LTgxYTEtODg4Zjk5OGVmYzUy&hl=en

https://docs.google.com/leaf?id=0B-36NqCFw_7NOTdjNzhkNDktZjI1My00NmY1LTg3NGQtZTJjMzZjZmI5ZDM5&hl=en

https://docs.google.com/leaf?id=0B-36NqCFw_7NMjJjY2RiOTItYzQzZS00MmYxLThkYzItMmNkZjMxNmQ1OTI3&hl=en

https://docs.google.com/leaf?id=0B-36NqCFw_7NN2U5MzM5YTQtMGJiYi00MTQwLWExYTAtYjAxODY4MjFjNWZj&hl=en

https://docs.google.com/leaf?id=0B-36NqCFw_7NYjI0N2UzZjUtNmYxMC00MTYxLWEzODgtNjFiOWUyYmY3OTFh&hl=en

https://docs.google.com/leaf?id=0B-36NqCFw_7NMWNiYzhlZTUtNzExOC00NTNhLThlNWUtMDkxYTVlMmYwNzU4&hl=en

https://docs.google.com/leaf?id=0B-36NqCFw_7NZjU2NWU3OTktNTYxMi00Mjg5LThmOTMtZDIwYTk0MjFkOTUz&hl=en

https://docs.google.com/leaf?id=0B-36NqCFw_7NYmQ3MWZlMDItYTBmZC00ZGU5LWI1ZDctZDMxNDY4YzMzNjM2&hl=en

https://docs.google.com/leaf?id=0B-36NqCFw_7NNzJhYmUxZTgtYmMzZS00OTQ1LWJhNjgtMWM4NGVkZjRiYTVi&hl=en

https://docs.google.com/leaf?id=0B-36NqCFw_7NNjdiZTNiYjEtNmEyNi00NmNkLWI5NTUtYjUyY2M4OGFmOWMx&hl=en

https://docs.google.com/leaf?id=0B-36NqCFw_7NNTg0ODhkODMtYjVmOS00ODUwLWEwMjctOGRhNmQ4YTE2YzNh&hl=en

https://docs.google.com/leaf?id=0B-36NqCFw_7NMDU2OTE3OGEtMzMwZi00NTM5LWI4YTctNmFiNjhjOTFiY2Rj&hl=en

https://docs.google.com/leaf?id=0B-36NqCFw_7NMzE3YmFkNmEtOTE2MC00ZDdiLTlmMjUtNDFhYTU0YTk0NWIz&hl=en

https://docs.google.com/leaf?id=0B-36NqCFw_7NZDhhMWQ5OTQtZDAwYS00MmUwLTg1MTgtNTY5ZDRkOGIwOTJh&hl=en

https://docs.google.com/present/edit?id=0Ae36NqCFw_7NZGQ2aGJteDJfMTEyZ253bXB2a2I&hl=en

Friday, August 6, 2010

Equity Research Report on listed companies available for download: BSE/NSE website links for investors

PR No.161/2010

Independent Equity Research Reports on listed companies made available on Stock Exchange websites

In a meeting of SEBI recognized Investors’ Associations held on February 11, 2010, it was decided that independent equity research coverage on 20 listed companies each, for which research reports were not available hitherto, would be made available by Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) on their websites by July 30, 2010 for the benefit of investors. Accordingly, both the exchanges have since made available on their respective websites, the first set of research reports. Further, exchanges have agreed to jointly frame the criteria for selection of further companies for such research coverage in future.

Website links:

Tuesday, July 13, 2010

Email & Informal agreement is valid, even an Arbitration can be enforced-Supreme Court on Trimex case - Formalty not required under Contract Act

The Indian Contract Act, 1872: ss.4, 7 – Concluded contract containing arbitration clause - Valid

The  Hon’ble Supreme Court (SC) in a recent judgment in the case of “Trimex International FZE Limited, Dubai vs. Vedanta Aluminium Limited, India” in Re (2010) 3 SCC 1”. It was held that in the absence of signed agreement between the parties, it would be possible to infer from   various documents duly approved and signed by the parties in the form of exchange of emails, letter, telex, telegram and other means of communication. The Hon’ble Supreme Court has accepted the unconditional acceptance through emails and held the same to be a valid contract which satisfies the requirements of Section 4 and 7 of the Contract Act 1872 and further it satisfies Section 2(1)(b), 7 of the Arbitration and Conciliation Act 1996.  In the absence of a signed agreement inference can be from documents approved and signed by the parties in the form of exchange emails, letters, telegrams which come within Section 10 and 2(e) of the Contract Act 1972.

As per Section 4: The communication of a proposal is complete when it becomes to the knowledge of the person to whom it is made.

As per Section 7: In order to convert a proposal into a promise the acceptance must - be absolute and unqualified; and be expressed in some usual and reasonable manner, unless the proposal prescribes the manner in which it is to be accepted.

If respondent accepts the offer of petitioner following a very strict time schedule, he cannot escape from the obligations that flowed from such an action -

  • Arbitration clause can be inferred from various documents duly approved and signed by the parties in the form of exchange of e-mails, letter, telex, telegrams and other means of tele-communication even in the absence of signed agreement -
  • If no inference can be drawn from the facts that the parties intended to be bound only when a formal agreement had been executed, the validity of the agreement would not be affected by its lack of formality -
  • On facts, the Commercial Offer carried no clause making the conclusion of the contract incumbent upon the Purchase Order -Therefore, the moment commercial offer was accepted by the respondent, the contract came into existence - Since the contract contained arbitration clause, petitioner made out case for appointment of arbitrator - Arbitration.

Petitioner's case was that on 15.10.2007, it submitted a commercial offer through e-mail for supply of Bauxite to the respondent. After exchange of several e-mails, respondent conveyed acceptance of offer through e-mail on 16.10.2007 confirming the supply of 5 shipments of Bauxite. Dispute arose and petitioner served arbitration notice on the respondent. Respondent rejected the arbitration notice stating that there was no concluded contract between them. Petitioner filed arbitration petition for appointment of arbitrator.

Click here to download the Supreme Court Judgment 2010 on Trimex case.

Thus, Once a contract is concluded orally or in writing, the mere fact that a formal contract has to be prepared and initialed by the parties would not affect either the acceptance of the contract so entered into or implementation thereof, even if the formal contract has never been initialed. The Court reiterated its stand that one of the main objectives of the Act is to
minimize the supervisory role of the courts. In holding this, the Court observed that if a number of extra requirements such as seals and originals, stamps etc. are added in considering an arbitration agreement, it would amount to increasing the role of courts and not minimizing it. Relying upon UNCITRAL Model Law, the Court concluded it would be improper and undesirable for the courts to add a number of extra formalities not envisaged
by the legislation. The court’s objective should be to achieve the legislative intent.  Accordingly, the Court held in favor of the Petitioner and appointed a former judge to arbitrate the matter.  Thus, no more stamp papers & its execution of contracts just for the purpose of enforceability!!!

Keep contractin…

Ministry of labour turns accountable & release First Annual Report of Employment - is it a hint for labour law reforms [also contains recent updates]

Ministry of Labour & Employment presents to the People of India

the First Annual Report on Employment

with the objective of generating a healthy public debate on the issue of creating quality employment with distributive justice. We solicit valuable comments and suggestions from the people on major issues highlighted in this Report specially those relating to the employment of youth, women and the disadvantaged groups.

Though the report contains most of old statistics with few recent statistics, it was good effort by the Ministry to consolidate as Ministry is accountable to labour by all means, and it is expected that there will be regular reports released to people atleast on yearly basis.  Few excerpts from the report are under:

There are three important categories of employed persons:
1. Regular Salaried/Wage Employees are those who work in others’ farm or non-farm enterprises (both household and non household) and in turn receive salary or wage on a regular basis. This category includes not only persons getting time wage but also persons receiving piece wage or salary and paid apprentices, both full time and part-time.
2. Casual Wage Labour: A person who is casually engaged in others’ farm or non-farm enterprises (both household and non-household) and, who in return, receives wages according to the terms of the daily or periodic work contract.
3. Self Employed: Persons who operate their own farm or non-farm enterprises or are engaged independently in a profession or trade on their own account or with one or a few partners are deemed to be self-employed. Self-employed persons are further categorised as follows:
a) Own-account Workers: Those self-employed persons who operate their enterprises on their own account or with one or a few partners and who, during the reference period, by and large, run their enterprise without hiring any labour.
b) Employers: Those self-employed persons who work on their own account or with one or a few partners and, who, by and large, run their enterprise by hiring labour.
c) Helpers in household enterprises: Those self-employed persons (mostly family members) who are engaged in their household enterprises, working full or part time and who do not receive any regular salary or wages in return for the work performed. They do not run the household enterprise on their own but assist the related person living in the same household in running the household enterprise

 

Recent Amendments in Labour Laws: Promoting Equity and Welfare

  • The Payment of Wages Act, 1936 amended to enhance the wage ceiling for its applicability. It is presently fixed at Rs. 10,000/- per month.
  • The Payment of Bonus Act, 1965 amended to enhance the eligibility limit from Rs. 3,500/- per month to Rs. 10,000/- and calculation ceiling from Rs. 2,500 to Rs. 3,500/- per month while making employees employed through contractors on building operations eligible for payment of bonus under the Act.
  • The Apprentices Act, 1961 amended, inter alia, to provide for reservation for other Backward Classes.
  • The Maternity Benefit Act, 1961 amended to enhance the medical bonus from Rs. 250/- to Rs. 2,500/-and also empowering the Central Government to increase it from time to time before every three years, by way of notification in the Official Gazette, subject to a maximum of Rs. 20,000/-.
  • The Employees State Insurance Act, 1948 amended to improve the quality of delivery of benefits under the scheme and also to enable ESI infrastructure to be used to provide health care to workers of the unorganised sector.
  • The Payment of Gratuity Act, 1972 amended for raising the ceiling of Gratuity for employees in the private sector to Rs. 10 lakh from Rs. 3.5 lakh.
  • The Plantations Labour Act, 1951 amended to provide safety and occupational health care to plantations workers.

 

VISION FOR SKILL DEVELOPMENT IN INDIA


Against the various challenges, a National Skill Development Policy has been formulated in February, 2009 which targets creating 500 million skilled people by 2022 with the following vision: Skill development should harness inclusivity and reduce economic and social divisions among Indian workforce particularly across rural-urban, male-female, organized- unorganized and traditional/ contemporary. Matching the emerging demands for skills across various industries and economic enterprises. Evolving National Vocational Qualification Framework comparable with international standards. Developing standard certification system by recognizing and including quality skills acquired through any informal system of learning. Greater and more active role for workers‟ organizations, industry, civil society, Panchayati Raj Institutions and other professional bodies. Greater reduction of poverty through enhanced earnings of skilled workers.

Download the First Report of Employment (Report to People)

Thursday, June 17, 2010

New Scheme to close down Company & comply for non-compliances done under Companies Act, 1956 like non-filing of annual returns, accounts, compliance certificate,etc...Lawlabz Website link

Closure of defunct companies by ROC

COMPANY LAW SETTLEMENT/EASY EXIT SCHEME under The Companies Act, 1956:

The Ministry of Corporate Affairs, has announced an EASY EXIT SCHEME to facilitate the defunct company to get rid of it. The scheme has made very simple for the exit of the defunct company without much effort.

In the normal circumstances closing of a company may take several years and may need to spent lakhs of rupees.

Please contact us immediately for filing the application, for closure of your defunct company, if any at the earliest and avail this golden opportunity.

The opportunity may come once in blue moon. So do ACT IMMEDIATELY and get rid of your defunct company once for all without any future litigation for non compliances.

After the closure of the scheme, it is expected that ROC may take actions on those companies who continue to default the compliances.

Take the opportunity immediately … 

OR call us now @ 044-24340416


Reach us @ 7/13, South Boag Road, T.Nagar, Chennai, 600017
Keep closing & enjoy complying!!!
Thank You,

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LawLabz

360o

 
Personalised Corporate Solutions

Wednesday, April 7, 2010

SEBI's guide to Understand Prospectus, its concepts, structure, etc... [read offer documents in public issues now]

Guide to understand an Offer Document

This sub‐section attempts to inform the structure of presentation of the content in an offer document. The basic objective is to help the reader to navigate through the content of an offer document.

(a) Cover Page

Under this head full contact details of the Issuer Company, lead managers and registrars, the nature, number, price and amount of instruments offered and issue size, and the particulars regarding listing. Other details such as Credit Rating, IPO Grading, risks in relation to the first issue, etc are also disclosed if applicable.

(b) Risk Factors

Under this head the management of the issuer company gives its view on the Internal and external risks envisaged by the company and the proposals, if any, to address such risks. The company also makes a note on the forward looking statements. This information is disclosed in the initial pages of the document and also in the abridged prospectus. It is generally advised that the investors should go through all the risk factors of the company before making an investment decision.

(c) Introduction

Under this head a summary of the industry in which the issuer company operates, the business of the Issuer Company, offering details in brief, summary of consolidated financial statements and other data relating to general information about the company, the merchant bankers and their responsibilities, the details of brokers/syndicate members to the Issue, credit rating (in case of debt issue), debenture trustees (in case of debt issue), monitoring agency, book building process in brief, IPO Grading in case of First Issue of Equity capital and details of underwriting Agreements are given. Important details of capital structure, objects of the offering, funds requirement, funding plan, schedule of implementation, funds deployed, sources of financing of funds already deployed, sources of financing for the balance fund requirement, interim use of funds, basic terms of issue, basis for issue price, tax benefits are also covered.

(d) About us

Under this head a review of the details of business of the company, business strategy, competitive strengths, insurance, industry‐regulation (if applicable), history and corporate structure, main objects, subsidiary details, management and board of directors, compensation, corporate governance, related party transactions, exchange rates, currency of presentation and dividend policy are given.

(e) Financial Statements

Under this head financial statement and restatement as per the requirement of the Guidelines and differences between any other accounting policies and the Indian Accounting Policies (if the Company has presented its Financial Statements also as per either US GAAP/IFRS) are presented.

(f) Legal and other information

Under this head outstanding litigations and material developments, litigations involving the company, the promoters of the company, its subsidiaries, and group companies are disclosed. Also material developments since the last balance sheet date, government approvals/licensing arrangements, investment approvals (FIPB/RBI etc.), technical approvals, and indebtedness, etc. are disclosed.

(g) Other regulatory and statutory disclosures

Under this head, authority for the Issue, prohibition by SEBI, eligibility of the company to enter the capital market, disclaimer statement by the issuer and the lead manager, disclaimer in respect of jurisdiction, distribution of information to investors, disclaimer clause of the stock exchanges, listing, impersonation, minimum subscription, letters of allotment or refund orders, consents, expert opinion, changes in the auditors in the last 3 years, expenses of the issue, fees payable to the intermediaries involved in the issue process, details of all the previous issues, all outstanding instruments, commission and brokerage on, previous issues, capitalization of reserves or profits, option to subscribe in the issue, purchase of property, revaluation of assets, classes of shares, stock market data for equity shares of the company, promise vis‐à‐vis performance in the past issues and mechanism for redressal of investor grievances is disclosed.

(h) Offering information

Under this head Terms of the Issue, ranking of equity shares, mode of payment of dividend, face value and issue price, rights of the equity shareholder, market lot, nomination facility to investor, issue procedure, book building procedure in details along with the process of making an application, signing of underwriting agreement and filing of prospectus with SEBI/ROC, announcement of statutory advertisement, issuance of confirmation of allocation note("can") and allotment in the issue, designated date, general instructions, instructions for completing the bid form, payment instructions, submission of bid form, other instructions, disposal of application and application moneys, , interest on refund of excess bid amount, basis of allotment or allocation, method of proportionate allotment, dispatch of refund orders, communications, undertaking by the company, utilization of issue proceeds, restrictions on foreign ownership of Indian securities, are disclosed.

(i) Other Information

This covers description of equity shares and terms of the Articles of Association, material contracts and documents for inspection, declaration, definitions and abbreviations, etc.

Investment in public Issues/ rights issues

(a) Where can I get application forms for applying/ bidding for the shares?

Application forms for applying/bidding for shares are available with all syndicate members, collection centers, the brokers to the issue and the bankers to the issue. In case you intend to apply through new process introduced by SEBI i.e. APPLICATIONS SUPPORTED BY BLOCKED AMOOUNT (ASBA), you may get the ASBA application forms form the Self Certified Syndicate Banks. For more details on “ASBA process” please refer to the “FAQs on ASBA”

(b) Whom should I approach if the information disclosed in the offer document appears to be factually incorrect?

The document is prepared by Merchant Banker(s), registered with SEBI. They are required to do the due diligence while preparing an offer document. The draft offer document submitted to SEBI is put on website for public comments. In case, you find any instance of misinformation/ lack of information, you may send your complaint to Lead Manager to the issue and/ or to SEBI, at this address: Securities & Exchange Board of India, C4 A, G Block, Bandra KurlaComplex, Bandra (E), Mumbai‐ 400051.

(c) Is it compulsory for me to have a Demat Account?

As per the requirement, all the public issues of size in excess of Rs.10 crore, are to made compulsorily in demat mode. Thus, if you intend to apply for an issue that is being made in a compulsory demat mode, you are required to have a demat account and also have the responsibility to put the correct DP ID and Client ID details in the bid/application forms. You can also refer to FAQs relating to demat available in the URL http://investor.sebi.gov.in/faq/dematfaq.html in the Investor Education section of the SEBI website.

(d) Is it compulsory to have PAN?

Yes, it is compulsory to have PAN. Any investor who wants to invest in an issue should have a PAN which is required to be mentioned in the application form. It is to be distinctly understood that the photocopy of the PAN is not required to be attached along with the application form at the time of making an application.

(e) For how many days an issue is required to be kept open?

The period for which an issue is required to be kept open is:

For Fixed price public issues: 3‐10 working days

For Book built public issues: 3‐7 working days extendable by 3 days in case of a revision in the price band

For Rights issues: 15‐30 days.

(f) When do I get the allotment/ refund of shares?

For Fixed price public issues: 30 days of the closure of the issue

For Book built public issues: 15 days of the closure of the issue

For Rights issues: 15 days of the closure of the issue

(g) How can I know about the demand for an issue at any point of time?

The status of bidding in a book built issue is available on the website of BSE/NSE on a consolidated basis. The data regarding bids is also available investor category wise. After the price has been determined on the basis of bidding, the public advertisement containing, inter alia, the price as well as a table showing the number of securities and the amount payable by an investor, based on the price determined, is issued. However, in case of a fixed price issue, information is available only after the closure of the issue through a public advertisement, issued within 10 days of dispatch of the certificates of allotment/ refund orders.

(h) How will I get my refund in an issue?

You can get refunds in an issue through various modes viz. registered/ordinary post, Direct Credit, RTGS (Real Time Gross Settlement), ECS (Electronic Clearing Service) and NEFT (National Electronic Funds Transfer). As stated above, if you are residing in one of the 68 centers as specified by Reserve Bank of India, then you will get refunds through ECS only except where you are otherwise disclosed eligible under Direct Credit and RTGS. If you are residing at any other center, then you will continue to get refunds through registered/ordinary post. You are therefore advised to read the instructions given in the prospectus/ abridged prospectus/ application form about centers. For more details, you may read subsection on “Electronic Clearing Scheme for Refunds”.

(i) When will the shares allotted to me get listed?

In book built public issue the listing of shares will be done within 3 weeks after the closure of the issue. In case of fixed price public issue, it will be done within 37 days after closure of the issue.

(j) How will I know which issues are coming to the market?

The information about the forthcoming issues may be obtained from the websites of Stock Exchanges. Further the issuer coming with an issue is required to give issue advertisements in an English national Daily with wide circulation, one Hindi national newspaper and a regional language newspaper with wide circulation at the place where the registered office of the issuer is situated.

(k) Where to I get the copies of the offer document?

The soft copies of the offer documents are put up on the website of Merchant banker and on the website of SEBI under Reports/Documents section [http://www.sebi.gov.in/Index.jsp?contentDisp= Section&sec_id=5 ]. Copies of the offer documents in hard form may be obtained from the merchant banker or office of SEBI, SEBI Bhawan, Plot No. C4‐A “G” Block, BKC, Bandra (E), Mumbai ‐ 400051 on a payment of Rs 100 through Demand Draft.

(l) How do I find the status of offer documents filed by issuers with SEBI?

SEBI updates the processing status of offer documents on its website every week under the section http://www.sebi.gov.in/Index.jsp?contentDisp=PrimaryMarket in SEBI website. The draft offer documents are put up on the website under Reports/Documents section. The final offer documents that are filed with SEBI/ROC are also put up for information under the same section.

(m) Whom do I approach if I have grievances in respect of non receipt of shares, delay in refund etc.?

You can approach the compliance officer of the issue, whose name and contact number is mentioned on the cover page of the Offer Document. You can also address your complaints to SEBI at the following address: Office of Investor Assistance & Education, Securities & Exchange Board of India, C4A, G Block,Bandra Kurla Complex, Bandra (E), Mumbai‐ 400051.

Understanding Book Building

(a) What is book Building?

Book building is a process of price discovery. The issuer discloses a price band or floor price before opening of the issue of the securities offered. On the basis of the demands received at various price levels within the price band specified by the issuer, Book Running Lead Manager (BRLM) in close consultation with the issuer arrives at a price at which the security offered by the issuer, can be issued.

(b) What is a price band?

The price band is a band of price within which investors can bid. The spread between the floor and the cap of the price band shall not be more than 20%. The price band can be revised. If revised, the bidding period shall be extended for a further period of three days, subject to the total bidding period not exceeding thirteen days.

(c) How does Book Building work?

Book building is a process of price discovery. A floor price or price band within which the bids can move is disclosed at least two working days before opening of the issue in case of an IPO and atleast one day before opening of the issue in case of an FPO. The applicants bid for the shares quoting the price and the quantity that they would like to bid at. After the bidding process is complete, the ‘cut‐off’ price is arrived at based on the demand of securities. The basis of Allotment is then finalized and allotment/refund is undertaken. The final prospectus with all the details including the final issue price and the issue size is filed with ROC, thus completing the issue process. Only the retail investors have the option of bidding at ‘cut‐off’.

(d) How does “cut‐off” option works for investors?

“Cut‐off” option is available for only retail individual investors i.e investors who are applying for securities worth up to Rs 1,00,000/‐ only. Such investors are required to tick the cut‐off option which indicates their willingness to subscribe to shares at any price discovered within the price band. Unlike price bids (where a specific price is indicated) which can be invalid, if price indicated by applicant is lower than the price discovered, the cut‐off bids always remain valid for the purpose of allotment

(e) Can I change/revise my bid?

Yes, you can change or revise the quantity or price in the bid using the form for changing/revising the bid that is available along with the application form. However, the entire process of changing or revising the bids shall be completed within the date of closure of the issue.

(f) Can I cancel my Bid?

Yes, you can cancel your bid anytime before the finalization of the basis of allotment by approaching/ writing/ making an application to the registrar to the issue.

(g) What proof can I request from a trading member or a syndicate member for entering bids?

The syndicate member returns the counterfoil with the signature, date and stamp of the syndicate member. You can retain this as a sufficient proof that the bids have been accepted by the trading / syndicate member for uploading on the terminal.

Tamil new year becomes public holiday because of Ambedkar birthday! Can an AGM be held on subsequently declared holiday?

Subject: Declaration of Holiday on 14th April, 2010 & Birthday of Dr. B.R. Ambedkar.
It has been decided to declare Wednesday, the 14th April 2010, as a Closed Holiday on account of the birthday of Dr. B.R. Ambedkar, for all Central Government Offices including industrial establishments throughout India.

The above holiday is also being notified in exercise of the powers conferred by Section 25 of the Negotiable Instruments Act, 1881 (26 of 1881).

Source: Notification NO. 12/3/2010-JCA-2 dated 29th March 2010

Interesting Issue: Could you find out what will happen if an Annual General Meeting (AGM) is scheduled on 14th April 2010 by sending 21 clear days advance notice?  The issue is, at the time of issue of notice (which will be definitely before 29th March), the Company is unaware that AGM date may be a Public Holiday!!! Enjoy crackin…

Tuesday, April 6, 2010

Date of deposit of cheque & opening PPF account by Minor, RBI clarification

Public Provident Fund Scheme, 1968:
1) Clarification regarding reckoning of the date of deposit
2) Reiteration of instructions on opening of an account for a minor

1. Reckoning the date of deposit in case of cheque payment:
As you are aware, Ministry of Finance letter No. F. 3(9)-PD/72 dated September 4, 1972, has issued notification for Public Provident Fund Scheme, 1968 (PPF). In order to bring uniformity in the reckoning of the date of deposit in the PPF vis-à-vis Post Office Savings Schemes (POSS) and Senior Citizens Savings Scheme, 2004 (SCSS), the Government of India (GoI), vide their letter F. No.7/7/2008/NS-II dated February 10, 2010, have decided that hereafter in modification of Ministry of Finance letter No.F.3(9)-PD/72 dated September 4, 1972 "when a deposit is made in the PPF account by means of a local cheque or demand draft by the subscriber, the date of realization of the amount will be the date of deposit."

2. Opening of an account for a minor:
In view of complaints being received about non-opening of accounts for minor by some Agency banks, it is reiterated that as per Rule 3 (1) of PPF Scheme, 1968, an individual may, on his own behalf or on behalf of a minor, of whom he is the guardian, subscribe to the Public Provident Fund. Further it is reiterated that as clarified, vide Ministry of Finance letter F.7/34/88/-NS II dated November 17, 1989, either father or mother can open a PPF account on behalf of his/her minor child but not both.

Source: DGBA.CDD. H- 7530/15.02.001/2009-10 dated 29th March 2010

Practising CS CA CWA to give COP & list of documents for KYC regarding Bank Account for Sole Proprietorship Concerns

Know your Customer (KYC) guidelines - accounts of proprietary concerns
A reference is invited to Para 2.4(a) of the Master Circular on KYC/AML/CFT/Obligation of banks under Prevention of Money laundering Act (PMLA), 2002 issued to banks vide DBOD.AML.BC. No.2/14.01.001/2009-10 dated July 1, 2009. It has been advised to banks that internal guidelines for customer identification procedure of legal entities may be framed by them based on their experience of dealing with such entities, normal bankers’ prudence and the legal requirements as per established practices. If the bank decides to accept such accounts in terms of the Customer Acceptance Policy, the bank should take reasonable measures to identify the beneficial owner(s) and verify his/her/their identity in a manner so that it is satisfied that it knows who the beneficial owner(s) is/are.

For sake of clarity, in case of accounts of proprietorship concerns, it has been decided to lay down criteria for the customer identification procedure for account opening by proprietary concerns. Accordingly, apart from following the extant guidelines on customer identification procedure as applicable to the proprietor, banks / financial institutions should call for and verify the following documents before opening of accounts in the name of a proprietary concern:

  • Proof of the name, address and activity of the concern, like registration certificate (in the case of a registered concern), certificate/licence issued by the Municipal authorities under Shop & Establishment Act, sales and income tax returns, CST/VAT certificate, certificate/registration document issued by Sales Tax/Service Tax/Professional Tax authorities, Licence issued by the Registering authority like Certificate of Practice issued by ICAI, ICWAI, ICSI, Indian Medical Council, Food and Drug Control Authorities, etc.
  • Any two of the above documents would suffice. These documents should be in the name of the proprietary concern.

These guidelines will apply to all new customers, while in case of accounts of existing customers, the above formalities should be completed in a time bound manner and should be completed before December 31, 2010.

Source: RBI DBOD.AML.BC.No.80 /14.01.001/2009-10 dated 26th March 2010

Money deposit schemes are illegal, RBI cautions public about Unincorporated bodies

RBI cautions public : Not to deposit money in unincorporated bodies

It has come to the notice of the Reserve Bank of India that some individuals/firms/unincorporated association of individuals (unincorporated bodies) have been collecting deposits from the public by making tall promises of high returns. Some of them are stated to have vanished without repaying deposits. Under Section 45-S(1) of the Reserve Bank of India Act, 1934, unincorporated bodies that are carrying on the business of a financial institution or NBFC or whose principal business is that of receiving deposits are prohibited from accepting deposits from the public. Members of public are hereby cautioned not to deposit money with such unincorporated bodies. Persons depositing money with such unincorporated bodies would be doing so at their own risk.

Press Release: 2009-2010/1315

Friday, April 2, 2010

DIPP Consolidated FDI Policy Circular 1 of 2010 wef 1st April and all Press Notes repealed, the legal edifice is built on FEMA RBI notifications (Master)

The system of periodic consolidation and updation of Indian Foreign Direct investment (FDI) Policy issued by Department of Industrial Policy & Promotion (DIPP) under Ministry of Commerce & Industry is introduced as an investor friendly measure (as assured by Finance Ministry in his recent Budget Speech).  The draft master Press Note was released for public comments which can be read from Download all Press Notes from 1991 to 2009 issued by DIPP as it proposes to consolidate PNs in 2010 to release a comprehensive FDI policy in India like Master Circulars with a sunset clause of 6 months

Now, it has been decided that from now onwards a consolidated circular (Master Press Notes or Consolidated FDI Policy or Circular 1 of 2010) would be issued every 6 months to update the FDI policy. This consolidated circular will, therefore, be superseded by a circular to be issued on September 30, 2010. (like you wait for RBI Master Circulars on 1st July every year).  While this circular consolidates FDI Policy Framework, the legal edifice is built on notifications issued by RBI under FEMA.

Press Notes are NOT applicable:

All earlier Press Notes/Press Releases/Clarifications on FDI issued by DIPP which were in force and effective as on March 31, 2010 stand rescinded as on March 31, 2010. The present circular consolidates and subsumes all such/these Press Notes/Press Releases/Clarifications as on March 31, 2010.  Enjoy reading the last press note, it won’t kill you any more.  Its just a single document hereon (making the life of a Corporate Legal Consultant easier and interpretations tougher).

Consolidated FDI Policy is APPLICABLE:

With effect from 1st April 2010, the Consolidated FDI Policy will be applicable.  It has the following important categories,

  1. ORIGIN, TYPE, ELIGIBILITY, CONDITIONS AND ISSUE/TRANSFER OF INVESTMENT
  2. CALCULATION, ENTRY ROUTE, CAPS, ENTRY CONDITIONS ETC. OF INVESTMENT
  3. POLICY ON ROUTE, CAPS AND ENTRY CONDITIONS
  4. AGRICULTURE
  5. INDUSTRY, MINING, MANUFACTURING
  6. SERVICES SECTOR
  7. REMITTANCE, REPORTING AND VIOLATION/COMPOUNDING
  8. ANNEXURES
  • Annex-1 Form FC-GPR
  • Annex-2 Terms and conditions for transfer of capital instruments from resident to non-resident and vice-versa
  • Annex-3 Documents to be submitted by a person resident in India for transfer of shares to a person resident outside India by way of gift
  • Annex-4 Definition of "relative" as given in Section 6 of Companies Act, 1956
  • Annex-5 Report by the Indian company receiving amount of consideration for issue of shares / convertible debentures under the FDI scheme
  • Annex-6 Know Your Customer (KYC) Form in respect of the non-resident investor
  • Annex-7 Form FC-TRS
  • Annex-8 Form DR
  • Annex-9 Form DR – Quarterly

Definitions

CAPITAL

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Means

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Compulsorily, Mandatorily and Fully convertible

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                                 Preference Shares

      Debenture Shares

and includes

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                                                          DR’S

       FCCB’s

Any many more interesting definitions, concepts, provisions, etc…

Download Circular 1 of 2010 on FDI Policy

Wednesday, March 24, 2010

1 year Securities law course from SEBI by NISM is power packed and has good career prospects, may be even good placements, go for it

National Institute of Securities Market (NISM) – An Educational Institution by Securities & Exchange Board of India (SEBI).
NISM is established by SEBI which is entrusted with duties also under Securities and Exchange Board of India (Certification of Associated Persons in the Securities Markets), Regulations, 2007 and it is in the process of mandating few programmes for Market Intermediaries like SEBI NISM Currency Derivatives Exam through BSE/NSE/MCX for brokers made mandatory to operate in securities market.

NISM Schools on Securities Market in India:

1. School for Investor Education and Financial Literacy (SIEFL)
2. School for Certification of Intermediaries (SCI)
3. School for Securities Information and Research (SSIR)
4. School for Regulatory Studies and Supervision (SRSS)
5. School for Corporate Governance (SCG)
6. School for Securities Education (SSE)

The CSMP Programme:
  1. CSMP stands for Certified Securities Markets Professional.
  2. The CSMP programme is a 1-year full-time certificate programme offered by NISM.
  3. It covers Security analysis and Equity Research, Investment Banking, Fund Management, Corporate Re-structuring and Consulting, Investment Advisory Services, Equity and Debt Market Broking and related fields.
  4. Aimed at graduates, post graduates and Executives aspiring for careers in securities markets.

Programme Architecture:

The programme is a balanced blend of theory and practice, divided into four terms. The themes of the four terms are:

  • Conceptual Phase
  • Application Phase
  • Industry- Interaction Phase
  • Advanced Application Phase

Levels

  1. 600 hours of teaching.
  2. During the first two terms/phases and in the fourth term/phase students are expected to study a total of 24 courses.
  3. In the third term/phase is the internship project with an organization in the securities industry.

Admission Process:

  1. Nationwide online Test and
  2. Personal Interview.

Eligibility Criteria:

  • A Post- Graduation (PG) course for 2 years or in the final year of PG course OR
  • A Graduate (UG), with 2 years post qualification experience.
  • NISM reserves the right to relax any of the above criteria in deserving cases and also accept or reject any application without assigning any reason.
  • Should have a personal laptop.

Selection Criteria/Weightage:

  1. Profile – 20% ( consists of Academic Qualification / Performance – 10% and Work Experience – 10%)
  2. Online Test – 40%
  3. Personal Interview – 40%

Course Fees:

  1. Tuition fee: Rs.1,50,000/-
  2. Examination fee: Rs.10,000/-
  3. Library deposit fee: Rs.6,000/-
  4. Library fee: Rs.10,000/-
  5. Total = Rs.1,76,000/-
  6. Plus Hostel/Stay fees.
For further details, contact:

National Institute of Securities Markets, Navi Mumbai.

E: csmp@nism.ac.in

W: www.nism.ac.in

Prospectus: Click Here to download

Registration: Click Here to Register Online [Rs.525/-]

Important Cut off or Due Dates:

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Event

Date

Last date for Online Registration

April 15

Online test

April 25

Announcement online test results

April 28

Personal interviews

May 7 - 10

Announcement of first list of selected candidates for admission

May 12

Payment of commitment fees for first list

May 12 - 24

Announcement of second list of selected candidates for admission

May 25

Receipt of First Installment Fee for all admitted candidates

May 26 – June 14

Last date of completing all formalities and payment of first installment fee

June 14

Inauguration of the programme

June 22

Commencement of the programme

June 23

Feel free to catch me up for clarifications… Trust me, if you are passionate about or wish to make a career in Securities Market, this is the right time to take a decision, go for it!!!

CS Updatin...

See Yes -> Yes, ACS

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