SEBI clarification mandating to submit PAN card copy for registration of transfer of shares of a listed company

SEBI mandates submission of PAN card copy even for registration of physical transfer of share certificates of a listed company.

 

The Securities and Exchange Board of India (SEBI) vide circular ref. no. MRD/DoP/Cir-05/2007 dated April 27, 2007 made PAN the sole identification number for all participants transacting in the securities market, irrespective of the amount of such transaction.

In continuation of the aforesaid circular, it is hereby clarified that for securities market transactions and off-market/ private transactions involving transfer of shares in physical form of listed companies, it shall be mandatory for the transferee(s) to furnish copy of PAN card to the Company/RTAs for registration of such transfer of shares.

 

Source: PAN requirement for transfer of shares in physical form

[IDR]Only audited financial statements, neither affairs/status & IOSCO recognised & Interim audit, if more than 180 days

G.S.R 251 (E) - Companies (Issue of Indian Depository Receipts) (Second Amendment) Rules, 2009.  dated 15th April 2009

In the Schedule to IDR Rules (Matters to be specified in Prospectus), under Point No.6 – REPORTING,

6 (i) - Where the law of a country, in which the Issuing company is incorporated, requires annual statutory audit of the accounts of the Issuing company, a report by the statutory auditor of the Issuing company, in such form as may be prescribed by SEBI on -
(A) the audited financial statements and financial status (deleted) of the Issuing Company in respect of 3 financial years immediately preceding the date of prospectus, and
(B) (amended) the interim audited financial statements in respect of the period ending on a date which is less than 180 days prior to the date of opening of the issue, if the gap beween the ending date of the latest audited financial statements disclosed under clause (A) and the date of the opening of issue is more than 180 days.

Provided that if the gap between such date of latest audited financial statements and the date of opening of issue is 180 days or less, the requirement under clause (B) shall be deemed to be complied with if a statement, as may be specified by SEBI, in respect of changes in the financial position of issuing company for such gap is disclosed in the Prospectus.

Provided further that in case of an Issuing Company which is a foreign bank incorporated outside India and which is regulated by a Central Bank which, in turn, is (deleted) a member of Bank for International Settlements or a member of the International Organisation of Securities Commission (IOSCO) which is a signatory to a Multilateral Memorandum of Understanding with India, the requirement under this paragraph, in respect of period beginning with last date of period for which the latest audited financial statements are made and the date of prospectus shall be satisfied, if the relevant financial statements are based on limited review report of such statutory auditor.

 

6(ii) - Where the law of the country, in which the Issuing company is incorporated, does not require annual statutory audit of the accounts of the Issuing company, a report, in such form as may be specified by SEBI, certified by a Chartered Accountant in practice within the terms and meaning of the Chartered Accountant Act, 1949 on -
(A) the financial statements (affairs) of the Issuing Company, in particular on the profits and losses for each of the 3 financial years immediately preceding the date of prospectus and upon the
assets and liabilities of the Issuing Company and

(B) (amended) the interim financial statements in respect of the period ending on a date which is less than 180 days prior to the date of opening of the issue, if the gap beween the ending date of the latest audited financial statements disclosed under clause (A) and the date of the opening of issue is more than 180 days.

Provided that if the gap between such date of latest audited financial statements and the date of opening of issue is 180 days or less, the requirement under clause (B) shall be deemed to be complied with if a statement, as may be specified by SEBI, in respect of changes in the financial position of issuing company for such gap is disclosed in the Prospectus.

For the status hitherto, click http://yehseeyes.blogspot.com/2009/01/idr-rules-amendednon-residents-can.html

No more triplicate or duplicate, the effect of eforms in Companies Act, 1956

The Ministry of Corporate Affairs (MCA) has made e-filing mandatory for most of the aspects in the Companies Act.  As a result of which there is no more meaning to the words duplicate or triplicate copies to be filed of a particular document as its made online.

 

Hence, MCA vide notification G.S.R. 70(E) dated 3.2.2009 has amended sections 220, 303 & 594 of Companies Act, 1956 by substituting the word COPY instead of triplicate or duplicate in relevant places.

 

Click here for the details of notification G.S.R 70 (E) - Modifications in section 220, 303 and 594 of Companies Act, 1956.

Schedule VI Horizontal Form of Balance Sheet under Companies Act in 6th Column....& AS 11

Yes, MCA vide Notification No. GSR 226(E) dated 31.03.2009 has made the following amendments in Schedule VI of Companies Act, 1956.

 

The following Explanation 1 & Explanation 2 as given in the Second Paragraph of the last column (6th Column) of A. Horizontal Form of Balance Sheet under Schedule VI of Companies, 1956 shall be omitted with effect from 31st March 2009.  For details, click Notification No. GSR 226(E) dated 31.03.2009

 

Explanation 1: This paragraph shall apply in relation to all balance-sheets that may be made out as at the 6th day of June,1966, or any day thereafter and where, at the date of issue of the notification of the Government of India, in the Ministry of Industrial Development and Company Affairs (Department of Company Affairs), G.S.R. No. 129, dated the 3rd day of January, 1968, any balance sheet, in relation, to which this paragraph applies, has already been made out and laid before the company in Annual General Meeting, the adjustment referred to in this paragraph may be made in the first balance-sheet made out after the issue of the said notification.

 

Explanation 2.—In this paragraph, unless the context otherwise requires, the expressions "rate of exchange", "foreign currency" and "Indian currency" shall have the meanings respectively assigned to them under sub-section (1) of section 43A of the Income-tax Act, 1961 (43 of 1961), and Explanation 2 and Explanation 3 of the said sub-section shall, as far as may be, apply in relation to the said paragraph as they apply to the said sub-section (1).

 

Further, The Companies (Accounting Standard) Amendment Rules, 2009 has amended Accounting Standard 11 (AS 11) on the effects of changes in Foreign Exchange Rates by including a provision no. 46 after 45.  The details of which can be accessed from Notification No. GSR 225(E) dated 31.03.2009

CS, CA & CWA can certify under Consortium lending of banks is clarified with revised formats

Lending under Consortium Arrangement / Multiple Banking Arrangements

1. Please refer to  circular RBI/2008-09/354/UBD.PCB.No.36/13.05.000/2008-09 dated January 21, 2009 on the captioned subject.
2. In terms of Paragraph 2(iii) of the above circular, in order to strengthen the information sharing system among banks in respect of the borrowers enjoying credit facilities from multiple banks, the banks are required to obtain regular certification by a professional, preferably a Company Secretary, regarding compliance of various statutory prescriptions that are in vogue, as per specimen given in Annex III to the above circular.

3. In this context it is clarified that in addition to Company Secretaries, banks can also accept the certification by Chartered Accountants & Cost Accountants. Further, on the basis of suggestions received from Indian Banks Association, Annex III – Part I & Part II (copy enclosed)has also been modified. 

Find the said RBI/2008-2009/382 UBD.PCB.No. 49  /13.05.000/2008-09  in CN49LUCAM.pdf

Company Secretary Appointment Rules amended-5crores&above-Mandatory

More job opportunities for Company Secretaries in employment as it will be become mandatory & an enforceable provision (atleast now) OR more unemployment for Company Secretaries in employment & more opportunities for practice!!! These are all just views, the quality in Company Secretaries will always be banked upon, irrespective of any legislative amendments. We, Company Secretaries, lets keep rockin...

Amended & Applicable Provision from 15th March 2009:

Get Mandatory Compliance Certificate:

• if your share capital is between 10 lakhs & 2 crores;
• if your share capital is between 2 crores & 5 crores and you have not appointed whole time company secretary.

Mandatorily appoint a Whole Time Company Secretary:

• if your share capital is between 2 crores & 5 crores and you have not got the Compliance Certificate;
• if your share capital is above 5 crores.

And, NO special provisions for Companies having its registered office in a place with a population of less than one lakh as per 2001 census.

COMPANIES (APPOINTMENT AND QUALIFICATIONS OF SECRETARY) AMENDMENT RULES, 2009 - AMENDMENT IN RULE 3 NOTIFICATION NO. G.S.R. 11 (E), DATED 5-1-2009 In exercise of the powers conferred by clauses (a) and (b) of sub-section (1) of section 642 read with clause (45) of section 2 and section 383A of the Companies Act, 1956 (1 of 1956), the Central Government hereby makes the following rules further to amend the Companies (Appointment and Qualifications of Secretary) Rules, 1988, namely :— 1. (1) These rules may be called the Companies (Appointment and Qualifications of Secretary) Amendment Rules, 2009. (2) They shall come into force from the 15th day of March, 2009. 2. In the Companies (Appointment and Qualifications of Secretary) Rules, 1988, in rule 2, (i) in sub-rule (1) and in the proviso to sub-rule (4), for the words "rupees two crores" the following words shall be substituted, namely:— "five crore rupees"; (ii) in sub-rule (3), the second and third proviso shall be omitted; (iii) after sub-rule (3), the following sub-rule shall be inserted, namely:— "(3A) A company having a paid up share capital of two crore rupees or more but less than five crore rupees may appoint any individual who possesses the qualification of membership of the Institute of Company Secretaries of India constituted under the Company Secretaries Act, 1980 (56 of 1980), as a whole-time secretary to perform the duties of a secretary under the Companies Act, 1956: Provided that where a company has appointed under sub-rule (3) or this sub-rule, a whole-time company secretary, possessing the qualification of membership of the Institute of Company Secretaries of India, such a company is not required to obtain a certificate from a secretary in whole-time practice under rule 3 of the Companies (Compliance Certificate) Rules, 2001."

Source: http://www.taxmann.net/Datafolder/flash/flashbn0701_2.htm

Enjoy workin...Vj

Just 120 days to get emails for e-filing mistakes from RoC-15th February 2009 onwards, Companies Regulation 2008 says so

Your document may render "invalid" or "defective" and fresh filing with additional fees is the only option, so care for e-mails!!!

Companies Regulations, 1957

readwith

Companies (Amendment) Regulations, 2008

Erstwhile Regulation 17 (1) The Registrar shall examine, or cause to be examined, every document received in his office which is required or authorised by or under the Act to be registered, recorded or filed by or with the Registrar.

17(2) If any such document is found to be defective or incomplete in any respect, the Registrar shall give notice in writing to the company to rectify the defect or complete the document or to file a revised document complete in all respects, within 15 days from the date of such notice.

17(3) In case of failure on the part of the company to rectify the defect or to complete the document within 15 days after giving notice to the company, the document shall be registered, recorded or filed as the case may be, by the Registrar and the company shall be informed accordingly.

Now, the new amendment to replace the above mentioned regulation 17 is as under,

• This regulation comes into force from 15^th February 2009.
• The things filed with MCA through www.mca.gov.in for approval or registration or record or rectification shall be examined by RoC.
• The e-forms filed with MCA through www.mca.gov.in for information and filed under Straight Through Processing (STP) may be examined by RoC.
• RoC to call for information or asks for rectification of defects or incompleteness or to re-submit the things, if it finds necessary, only within 120 days from filing [excluding approval time taken by other authorities like CLB, CG] and intimate the same through website and last known e-mail or if not available, then to last known address or registered office of the company.
• RoC to wait for 30 days (15 days for shifting registered office from state to state) and if not received or not satisfied with the provided explanation or rectification, it can treat the thing as "invalid" ["defective" in cases of forms filed for information through STP] and intimate accordingly.
• The Company then has only option to make fresh filing with additional filing fee, as applicable to rectify the 'invalid/defective thing'.
• This regulation comes into force from 15^th February 2009 and RoC is given a time of 60 days and not more than 150 days from 15^th February 2009 to re-examine all things of company pending at RoC for more than 30 days from 15^th February 2009, by giving intimation as aforesaid.

You can access the regulations in http://www.mca.gov.in/MinistryWebsite/dca/notification/pdf/GSR888(E)_2jan2009.pdf

Now you can Track only Company Law Updates from by clicking http://feeds.feedburner.com/companylaw

So, now the RoC season will begin from 15^th February yet again!!! Make replies to prevent a fresh filing…

certification-foreign nationals company in India & Co incorporated outside commonwealth-apostillised as per Hague Convention

Rule 16 of Companies (Central Government's) General Rules and Forms, 1956 readwith Section 592(1)(a) - Certification of document of Foreign Companies. -

The amendment

If the company be incorporated in a country outside the Commonwealth or [in common wealth], then the copy of things defining constitution of the company shall be certified-

(a) by an official of the Government to whose custody the original is committed ; or

(b) a Notary (Public) of such country or [of that common wealth]; or

(c) by an officer of the company [on oath before a person having authority to administer an oath in that part of the Commonwealth].

If the company be incorporated in a country outside the Commonwealth but a party to the Hague Apostille Convention, 1961, then,

(a) the copy of things defining constitution of the company shall be certified by an official of the Government to whose custody the original is committed and apostillised in accordance with the Hague convention;

(b) the list of directors and secretary, if any of the company, name and address of person resident in India authorised to accept notice on company's behalf, be notarised and apostillised in the country of origin in accordance with the Hague convention;

In case of foreign nationals residing outside India in countries which are signatory to Hague Convention and seeking to register a company in India, shall get it certified the name and address & all such things, before the notary of the country of origin and be duly apostillised in accordance with the Hague convention.

[Companies Act]e-Form 8 WITHIN 30 days of Creation / Modification of Charge; on Sufficient cause & Additional fee WITHIN 60 days; Beyond 60 days, apply to Company Law Board (CLB)

The procedure for seeking condonation of delay in terms of Section 141 of the Companies Act, 1956 as it stood prior to 27-10-2007 would come into force from 6th July 2008.

The government has withdrawn earlier circular allowing companies to file Form 8 within 300 days without filing petition with CLB by a General Circular dt. 1st July 2008.

Now, earlier limit of 30 days (and 60 days with late fee) will apply to all form 8 to be uploaded from 6.7.2008 onwards.

Section 134 / 135 of the Companies Act, 1956, deals with the Creation / Modification of Charge.  The provisions for Creation / Modification of Charge is SAME.  In both the cases, e-Form 8 to be filed WITHIN 30 days of such Creation / Modification.  Such period of 30 days can be EXTENDED to another 30 days, on showing SUFFICIENT CAUSE & paying ADDITIONAL FEES to RoC (Registrar of Companies).  Any further delay, i.e, delay beyond a period of 30+30 = 60 days, can be CONDONED by CLB (Company Law Board) only as per Section 141 of the Act.  Further, such Condonation of Delay SHALL NOT PREJUDICE any rights acquired in respect of the property concerned, BEFORE the Charge is ACTUALLY REGISTERED.  Hence,
1. Creation / Modification of Charge = File e-Form 8 WITHIN 30 days of Creation / Modification with Normal Filing Fees;
2. Creation / Modification of Charge = 31 to 60 days of Creation / Modification, show Sufficient Cause + File e-Form 8 WITHIN 60 days of Creation / Modification WITH Additional Filing Fees;
3. Creation / Modification of Charge [>] 60 days of Creation / Modification, apply to Company Law Board (CLB)  to CONDONE the delay.

This is the situation which WAS prevailing till 27.10.2007 & WILL prevail from 6.7.2008.  The situation during the intervening period was, Amendment - Companies Act - Extention of 300 Days for registeration of Creation / Statisfaction of Charge U/s 125/138

Forget all those, as of now, just remember 30 days + 30 days + CLB & have a look @ http://www.mca.gov.in/MinistryWebsite/dca/latestnews/General_Circular_1st_Jul_2008.pdf

Corporate Legal Quiz & Company Secretary (ICSI) exams

Yes,

Exams r very nearing.

Now, refresh your memory, start popping up with answers. Its all on Corporate Laws.

Professional Colleagues, please "add your question & answers" for CS friends benefit.



Get enthused for exams.

Keep quizzin...

Dividend/IEPF timeline, charts & concepts - Article in CS Mysore E-Newsletter

Yes,

CS Mysore 51st E-Newsletter has honoured me by publishing my article under the head "Spectrum Space" which talks about the Secretarial Practice to Winning Study by giving pictures, charts & ideas to make "Dividend very easy".

See Yes, click to see the 1st page http://thisisvj.googlepages.com/DividendArticle1.gif & click here to see the 2nd page http://thisisvj.googlepages.com/DividendArticle2.gif; Yes click the bottom right corner to the picture, to enlarge it.

But, read the wonderful E-Newsletter by clicking http://www.esnips.com/nsdoc/e401864a-d804-414b-83c2-c526ca172627 and join the group by clicking http://groups.google.co.in/group/csmysore?hl=en to stay inspired.

Waiting for your critical & valuable comments. You can only improve me, please....

Keep Communciatin...Vj

Company Secretary (CS) Study Videos on Directors appointed by Board u/s. 260, 262 & 313 of Companies Act, 1956

Yet another effort, a try to make CS (Company Secretary) study very interestin...Now its video venture....Yes...its "See Yes E-C(ast)"....

Here, three videos on Appointment of Directors by Board covering Sections 260, 262 & 313 of the Companies Act, 1956.

This is purely an adventurous venture to make CS study very excitin...Comment your needs & satisfaction, as by it, only I can improve, or inspire more....please keep inspirin...

Welcome, advice or suggestions from earnest friends & professionals to enhance my work.

Review it as critically as possible, now hav a look at it....

Part-I


Part-II


Part-III


Keep Viewin...Keep Communicatin...Vj

Interesting Judgement..Whether CLB is a court under Contempt of Courts Act ?

Important Jugement by High court answering following queries..

Whether CLB is a court under Contempt of Courts Act ?
Whether CLB is subordinate court to High Court under Contempt of Courts Act?
Whether High Court can take suo-moto cognizance of contempt of CLB without any reference made to it?

Read more it ....http://www.taxmann.net/DispCitation/ShowPages.aspx?fn=http://www.taxmann.net/WhatnewNews/[2007]080SCL0405(AP).htm&ctid=-333

CRLP last minute Guide, full procedure on Mergers & Amalgamations

The heat is on for Company Secretary Exams.

Yes, Thanks to CAClubindia for this, very exhaustive procedure of Mergers, Amalgamation, Demerger, etc....as Companies Act, 1956 doesn't differentiate all these terms, the procedures for all are same.

Find in http://thisisvj.googlepages.com/TooExhaustiveMergersAmalgamationsPro.doc

This may help you to write CRLP exams.

Nice Presentation of Amalgamation Procedure by Mr. Sunil. This is the standard answer that you can write for most of the Corporate Restructuring including Mergers, Demergers, Amalgamations, Slump Sale, etc... as the Companies Act considers all as same. http://thisisvj.googlepages.com/AMALGAMATIONProcedure.pdf

Supreme Court on Takeover Valuation may be one of the most expected CS Final Question this time, Credits to the Author http://thisisvj.googlepages.com/SCTakeoverValuation.pdf

Enjoy Passin.... Keep Communicatin the joyous Results.

Enjoy with CS.

Schedule VI Amendment

NOTIFICATION NO. G.S.R. 719(E), DATED 16-11-2007

In exercise of the powers conferred by sub-section (1) of section 641 of the Companies Act, 1956 (1 of 1956), the Central Government hereby makes the following further alterations in Schedule VI to the said Act, namely:—

1. In the said Schedule, in “Part I Form of Balance-Sheet, under heading-A. Horizontal Form”,—

(1) in the first column relating to “Instructions in accordance with which liabilities should be made out”, for the second paragraph appearing against the sub-heading “CURRENT LIABILITIES AND PROVISIONS”, occurring in the second column, the following paragraph shall be substituted, namely:—
“The following shall be disclosed under notes to the accounts:—
(a) the principal amount and the interest due thereon (to be shown separately) remaining unpaid to any supplier as at the end of each accounting year;
(b) the amount of interest paid by the buyer in terms of section 16 of the Micro, Small and Medium Enterprises Development Act, 2006, along with the amount of the payment made to the supplier beyond the appointed day during each accounting year;
(c) the amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under the Micro, Small and Medium Enterprises Development Act, 2006;
(d) the amount of interest accrued and remaining unpaid at the end of each accounting year; and
(e) the amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise, for the purpose of disallowance as a deductible expenditure under section 23 of the Micro, Small and Medium Enterprises Development Act, 2006.
(2) in the second column, relating to “Liabilities”, under the heading “current liabilities and provisions”, after item (2), the following sub-items shall be substituted, namely:—
(a) total outstanding dues of micro enterprises and small enterprises; and
(b) total outstanding dues of creditors other than micro enterprises and small enterprises.
(3) In the “Notes” embodying General Instructions for preparation of balance sheet, for item (q), the following shall be substituted, namely:—
(q) the terms ‘appointed day’, ‘buyer’, ‘enterprise’, ‘micro enterprise’, ‘small enterprise’ and ‘supplier’, shall be as defined under clauses (b), (d), (e), (h), (m) and (n) respectively of section 2 of the Micro, Small and Medium Enterprises Development Act, 2006.

2. This notification shall come into force on the date of its publication in the Official Gazette.
[F.No.l/5/2006/CL.V]

Also, you can refer the same with http://www.taxmann.net/Datafolder/flash/flash22nov.htm

Keep Sharing...

Form1A(60d) & Form1AR(30d)

MCA Update !

Please be informed that wef 18th November, 2007, validity period of name approval (through Form 1A) and renewal of name (through Form 1AR) will stand reduced to 60 days and 30 days respectively, as against 6 months earlier.

Fee for name renewal will also get reduced to Rs. 250 only.

However, Names approved/ renewed prior to 18th November, 07 will remain valid for 6 months, as earlier.

Find relevant notification in http://www.mca.gov.in/MinistryWebsite/dca/latestnews/Rule_4A_Amendment.pdf

Thanks & Regards,
R.Satheeshkumar, Manager,
MCA21- PFONo.79,
Second Floor of Axis Bank (UTI Bank) Building,
G.N.Chetty Road, (Near VANI MAGAL) T.Nagar,
Chennai-600 017.
Ph.No.044-2815 2455, 6450 6000, 098843 21960

New ESOP Valuation Opinion

ESOP Valuation Query by Mr. Alagar:

Everyone is aware of that the Income Tax Department has Implemented ESOP Valaution rules for FBT on ESOP. This rules is applicable for vesting of options on or after 1st April 2007. My query is 4500 options were granted in year 2002 and all those options are vested by the employees before April 2007, but those options not yet exercised, it may be exercised now ( I e after implementing valuation rules). So, if options are exercised now, then it is subject to the FBT as FBT on ESOP has been implemented w.e.f 1st April 2007 vide Finance Act, 2007 and tax liability is at the time of exercise of options. Now, my question is that how to arrive value of those 4500 options for purpose of FBT.
My understanding
Valuation rules for FBT on ESOP has been implemented w.e.f 1st April 2007 vide Notification dated 23-10-2007. According to this valuation rules, the category I Merchant Banker has to give valuation certificate as on date of vesting or any date earlier than the date of the vesting of the option, not being a date which is more than 180 days earlier than the date of the vesting. But, in this particular case the vesting is already taken place, so that I understand that this valuation rules shall not be applicable for those 4500 options. If this valaution rules is not applicable, How can we arrive value for those 4500 options.
please guide me.
Relevant rules can be found in http://yehseeyes.blogspot.com/2007/10/guideline-for-fair-valuation-of-shares.html

Mr. Sukamal & his Expert Opinion

Vesing date is relevant only for valuation of shares allotted under ESOP and not for deciding from when the rule 40C of Income Tax Rules will become applicable


With regard to the query regarding ESOP I like to share with you some points which I have learnt from this issue:

1. In case of ESOP, FBT comes into the picture only when the employee exercised the option vested since the employee derived the benefits from ESOP only when he exercised such option.

2.Clause (ba) of the Section 115WC(1) of the Income Tax Act (the Act) which provides for the value of fringe benefits in respect of equity shares allotted under any ESOP, is applicable w.e.f. 1-4-2008 i.e. from the assesment year 2008-09. Accordingly Rule 40C (which provides for guidelines for computing fair market value of the shares allotted under ESOP.....) is also applicable from the same assessment year.

3. Rule 40C is applicable in case the options (already vested) exercised from and after the year 07/08 in relation to the assessment year 08/09 and subsequent years. Hence, the option exercised in the year 07/08 is subjected to FBT in the assessment year 08/09.

4. For computation of FBT, one need to know the fair market value of the equity shares allotted under ESOP and there the vesting date becomes relevant which may be a day before 1st April, 2007.

5.Hence, the applicability of the Rules does not depend upon the vesting date whereas it depends upon the exercise date which should be in the year 07/08 and thereafter.

6. Further for listed company the rule clearly guides the valuation method where the merchant bankers certificate may not be required.

7. However for unlisted company the said valuation shall be done by a merchant banker in terms of rule 40C(1),(3) AND (4)(e).

8. In terms of Section 115WB(1)(d) and 115WC(1)(ba) the value of fringe benefits for shareallotted under ESOP is the fair market value of the shares allotted under ESOP as reduced by the price paid by the concerned employee.

9. Rule 40C provides for guidilenes for computing the fair market value of shares allotted under ESOP or sweat equity for listed company as well as unlisted company.

10. In your case it is not clear whether it is a listed company or unlisted company.

11. For listed company the guidelines for computing fair market value as provided in the above rules are very specific i.e. the average of the opening price and the closing price of the shares on the vesting date............................................ (please refer rule 40C(2)

12. For unlisted company, the valuation has to be done by a merchant banker applying any recognised valuation method as on specified date which may the vesting date or any day not later than 180 days prior to the vesting date (please refer rule 40C(3).

-- Regards
Sukamal Datta
Deputy Manager - Secretarial
Bombay Stock Exchange Limited
Mobile 9920018714

Stamp Duty, QIP,

Ready Referencer Series... Credit to the Authors...
1. Stamp Duty Chart
http://thisisvj.googlepages.com/STAMPDUTYCHART.pdf
2. QIP... from Chartered Secretary
http://thisisvj.googlepages.com/Qualified20Institutions20Placement20.pdf

Enjoy referring...

The Online Companies Act

V will always make things more & more easier.

Access Companies Act (& also many more files too - soon) just by the click of your mouse from here, http://spreadsheets.google.com/pub?key=pJv0NBbfYdGAiQNUFtuTPVg

Enjoy referring...

Proprietary/Spcl/Cost Audit for SMSA - The 50th Post

FEATURES	PROPRIETARY AUDIT	SPECIAL AUDIT	COST AUDIT
1. NATURE	Covers all aspects of safeguarding of assets, use of business funds and recording of transactions;	Conducted by CA appointed by Central Government to protect the interest of stakeholders;	Review of examination & appraisal of cost accounting records;
2. PURPOSE	Ensure business funds are protected in the public interest;	Ensure effective & timely steps of control & mgmt;	Critical review of cost statements & recommends;
3. SCOPE	Proper use of fixed assets & its safeguard, prevents misuse of funds & checks transaction recording;	Statutory audit PLUS prescriptions of Central Government;	Reviews cost accounting system; variation analysis ensuring efficacy;
4. FEATURES	Covers area of financial accounting but it tests economy, efficiency & faithfulness;	Compliance of sound business principles or prudent commercial practices & prevents from serious injury or insolvency;	Correctness of cost of production and audit of cost accounting records;
5. AREAS	Cash & other subsidiary books; Records & registers as mandated by Sec. 227 & CARO;	Cash & other subsidiary books and such other areas prescribed by Central Government (CG);	Raw material, WIP, Allocation & Distribution of direct & indirect cost & overheads;
6. CAPACITY	Chartered Accountant or member/director under CAG;	Chartered Accountant as appointed or authorised by CG;	Member of ICWAI holding Certificate of Practice appointed by Board with previous approval of CG;
7. PERIOD	Alongwith Statutory Audit though not mandated under Companies Act;	Only when CG directs & such direction will give the periodicity of audit;	Compulsory for every Financial Year as specified by Government;
8. REPORTS	To Management & members in certain cases;	To the Central Government;	TO CG with a copy to company and may cause to be published;

--
Vj
Trezrrr every pulsss