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.

SEBI - CM & WTM - ICSI also asked to recommend

It seems to be raining in great news folks...

Institute of Company Secretaries of India (ICSI) has been asked by Ministry of Finance (Dept. of Eco. Affairs,Capital market Division ),to recommend name of its members who will be considered for the post of Chairman and Whole time members of SEBI..

Read more at....
http://www.thehindubusinessline.com/2007/12/08/stories/2007120852991000.htm

IDRA-Monthly Production Returns to DIPP

Credits to Dr. KS Ravichandran, PCS, Coimbatore

The industrial units covered under the Industries (Development & Regulation) Act, 1951, are hereby informed that the Centre for Monitoring Indian Economy (CMIE) had been collecting monthly production data on behalf of the Department of Industrial Policy and Promotion (DIPP) as per the agreement signed between DIPP and CMIE. The term of this agreement has come to an end in November, 2007. Therefore, the concerned industrial units are requested to henceforth, send the Monthly Production Return directly to the Director, Industrial Statistics Unit, DIPP, Udyog Bhawan, New Delhi-110 107 by the 10^th of every month by post /Fax (No.011-23063564)/e-mail (ipp_dir-stat@nic.in). The performa of the Monthly Production Return (MPR) can be downloaded from the hyperlink “Forms” available in the main page of the website: www.dipp.nic.in.

Also refer http://dipp.nic.in/isu/NoticeMonthlyProduction_Report.doc

FEMA - Transfer of Shares (A Compendium)

Note on Provisions of Foreign Exchange Management (Transfer or issue of Security by a Person Resident outside India) Regulations, 2000 regarding transfer of shares of an Indian Company

Ready hand Referencer & Compendium in http://thisisvj.googlepages.com/TransferofSharesFEMA.doc

1. Automatic route means there is no approval required for transfer of shares of an Indian Company.
2. Automatic route with FC-TRS means where the transfer of shares from resident to non resident and vice versa, before effecting the such transfer in the Company books, the transferee / transferor shall file form FC –TRS with concerned AD and get approval from them.

Thanks & Regards

Alagar

Karvy Investor Services Limited
09884731993

Great news Buddies..CS Pay Skyrockets...

We present the News-makers here... Influencing the history of ICSI. Yes, Company Secretaries can compete with the best pays too. Yes, the Base Price for Fresh Company Secretaries has been set now.

Scanned Copy http://thisisvj.googlepages.com/CSScan.pdf

Its a great news & it can be the greatest if you view it here...

As per the article published in "Business Standard" the company secretaries pay package has been raised upto 60% comparing to last year.

"So student members complete the course as soon as possible and continue your pursuits further to achieve professional excellence ( the motto of our institute)..."

Regards

R Anand

Manager

Corporation Finance Department

Division of Issues and Listing

Securities and Exchange Board of India

(: +91-22 26449343

7: +91-22 26449016

Email: anandr@sebi.gov.in;anandracs@yahoo.co.in;

Mobile: +91 -99206 55285.

Read more at .....http://www.business-standard.com/common/storypage.php?autono=306801&leftnm=6&subLeft=0&chkFlg

The Government Securities Act, 2006 will come into force W.e.f. 01-12-07

The Government of India has notified December 1, 2007 as the appointed date on which the Government Securities Act, 2006 will come into force. Government Securities Regulations, 2007 will also come into effect from the same date, i.e., December 1, 2007.

It may be recalled that with a view to consolidating and amending the law relating to Government securities and its management by the Reserve Bank of India, the Parliament had enacted the Government Securities Act, 2006 (the Act). The Act received the assent of President of India on August 30, 2006 and was published in the Gazette of India, Extraordinary, Part II – Section I on August 31, 2006 for general information.

The Act applies to Government securities created and issued, whether before or after the commencement of the Act, by the Central or a State Government. Accordingly, the Public Debt Act, 1944 will cease to apply to the Government securities. The Indian Securities Act, 1920 has been repealed.

The new Act and Regulations would facilitate widening and deepening of the Government securities market and its more effective regulation by the Reserve Bank in various ways, such as:

(i) Stripping or reconstitution of Government securities;

(ii) Legal recognition of beneficial ownership of the investors in Government securities through the Constituents' Subsidiary General Ledger (CSGL);

(iii) Statutory backing for the Reserve Bank's power to debar Subsidiary General Ledger (SGL) account holders from trading, either temporarily or permanently, for misuse of SGL account facility;

(iv) Facility of pledge or hypothecation or lien of Government securities for availing of loan;

(v) Extension of nomination facility to hold the securities or receive the amount thereof in the event of death of the holder;

(vi) Recognition of title to Government security of the deceased holder on the basis of documents other than succession certificate such as will executed by the deceased holder, registered deed of family settlement, gift deed, deed of partition, etc., as prescribed by the Reserve Bank of India.

(vii) Recognition of mother as the guardian of the minor for the purpose of holding Government Securities; and

(viii) Statutory powers to the Reserve Bank to call for information, cause inspection and issue directions in relation to Government securities

For relevant Act please go to http://rbi.org.in/scripts/BS_PressReleaseDisplay.aspx?prid=17582

Thanks & Regards
Alagar
Karvy Investor Services Limited
Chennai - 09884731993

SEBI amends DIP Guidelines : Rating requirements for Corporate Bonds simplified

In order to reduce the cost of of issuance of debt securities and for developing the debt market by affording the issuer with the desired flexibility of structuring of Debt Issues, SEBI has amended provisions of DIP guidelines relating to Debt instruments. Now,rating of only one CRA is required and bonds below investment grade can also be issued..

read more at ...http://www.sebi.gov.in/Index.jsp?contentDisp=WhatsNewScroll&FilePath=/press/2007/2007312.html

Amendments in SEBI DIP Guidelines

Dear All,

The SEBI has made certain amendments in SEBI (Disclosure and Investor Protection) Guidelines, 2000 vide Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated 29 ^th November 2007 (Today). The gist of amendments is;

1. Introduction of Fast Track Issues (FTIs).

As per existing SEBI (DIP) Guidelines, if existing listed Company wants raise funds from the public either through rights issue or follow on public issue, it needs to comply with procedural formalities as in the case of Initial Public Offering (IPO). The SEBI has come out with Press Release relating FTIs, as it is felt that there is a need to enable well established and compliant listed companies to access Indian primary market in a time effective manner through follow-on public offerings and rights issues. Accordingly, it has been decided to enable listed companies satisfying certain specified requirements to make Fast Track Issues (FTIs).

The amendments made vide this circular to enable well established listed Companies to proceed with follow-on public offering / rights issue by filing a copy of the Red Herring Prospectus (in case of book built issue) / Prospectus (in case of fixed price issue) registered with the Registrar of Companies or the letter of offer filed with Designated Stock Exchange, as the case may be, with SEBI and stock exchanges. Such companies are not required to file draft offer document with SEBI and stock exchanges.

2. Amendments regarding Issue of Indian Depository receipts (IDRs).

As per existing provisions only QIP can apply in an IPO of IDRs. Now, vide this amendment it has been decided to allow all categories of investors to apply in IDR issues, subject to the condition that;

• at least 50% of the issue being subscribed by QIBs, and
• the balance being made available for subscription to other categories of investors at the discretion of the issuer, which shall be disclosed in the prospectus. Further, it has been decided to reduce the minimum application value in IDR from Rs. 2,00,000/- to Rs. 20,000/- and to carry out certain consequential amendments to SEBI (DIP) Guidelines pursuant to amendments to IDR rules by the Ministry of Corporate Affairs.

3. Quoting of PAN mandatory:

Presently, as per SEBI (DIP) Guidelines, all applicants in public and rights issues are required to disclose their PAN/GIR in the application form if they are making an application for a value exceeding Rs. 50,000/-. It has been decided to extend the requirement of quoting PAN in application forms to all applicants, irrespective of the application value.

4. Discount in issue price for retail investors / retail shareholders:

Presently, SEBI (DIP) Guidelines do not provide for issuance of shares at differential price to investors within the net public offer category. SEBI has been receiving requests to permit issuance of shares to retail individual investors / retail individual shareholders at a price lower than that being offered to other categories. It has now been decided to introduce a provision in SEBI (DIP) Guidelines, permitting companies making public issues to issue securities to retail individual investors / retail individual shareholders at a discounted price, provided that such discount does not exceed 10% of the price at which securities are issued to other categories of public.

5. Definition of "Retail individual shareholder" for listed companies:

Presently, listed companies making public issues can make reservation on competitive basis for its existing shareholders who, as on the record date, are holding shares worth up to Rs. 50,000/-. However, no limit has been set on the value of the application that can be made by such shareholders. It has now been decided to define the term "Retail Individual Shareholder" to mean a shareholder whose shareholding is of value not exceeding Rs. 1,00,000/- as on the day immediately preceding the record date, and who makes application or bids in a public issue for value not exceeding Rs 1,00,000/-.

6. Clarification on the term CEO / CFO:

SEBI (DIP) Guidelines requires all directors, CEO and CFO of the issuer company to certify that disclosures made in the offer document are true and correct. It is now clarified that the terms "CEO" and "CFO" in SEBI (DIP) Guidelines shall have the same meaning as assigned to them in clause 49 of the Equity Listing Agreement.

7. Deletion of the chapter on "Guidelines for Issue of Capital by Designated Financial Institutions (DFIs)":

SEBI had introduced separate guidelines in 1992 for primary issuances by DFIs, to place companies / corporations / institutions engaged mainly in financing of developmental activities and playing a catalytic role in the infrastructure development of the country on a different footing. compete on equal footing with private entities and it is felt that DFIs, as a concept, may have outlived its utility. It has therefore been decided to remove the special dispensations given to DFIs by deleting the chapter on "Guidelines for Issue of Capital by DFIs" from SEBI (DIP) Guidelines.

8. Monitoring of issue proceeds:

Presently, as per SEBI (DIP) Guidelines, every issuer making an issue of more than Rs. 500 crores is required to appoint a monitoring agency, which is required to file a monitoring report with SEBI for record purpose. It has been decided that this provision shall not apply to (i) issues by banks and public financial institutions and (ii) offers for sale. Further, it has been decided that the

monitoring agency shall henceforth be required to file the monitoring report with the issuer company and not with SEBI, so as to enable the company to place the report before its Audit committee.

9. Amendments to Guidelines for Preferential Issues:

It has been decided that listed companies intending to make preferential allotment shall be required to obtain PAN of each of the applicants of the preferential issue before making the preferential allotment.

10. Miscellaneous amendments:

· SEBI issues standard observations as a supplement to issue-specific observations on each and every draft offer document filed with SEBI. These standard observations are being rationalised / reviewed. Accordingly, it has been decided to amend SEBI (DIP) Guidelines to incorporate certain clauses from the standard observations, essentially those pertaining to confirmations, undertakings, documents, information, etc., to be submitted by the Lead Manager/s to the Issue while filing an offer document with SEBI. Lead Managers shall also be required to file as an annexure to the due diligence certificate, a detailed check list indicating compliance of each of the clauses of the relevant chapters of SEBI (DIP) Guidelines.

· SEBI (DIP) Guidelines contain certain provisions, which have become redundant or need to be aligned with other provisions of SEBI (DIP) Guidelines / the Companies Act, 1956 or in respect of which, there have been requests for exemption on regular basis. Consequently, it has been decided to fine-tune the guidelines by modifying such clauses.

Thanks & Regards
Alagar
Karvy Investor Services Limited

Corporate Governance Award (ICSI)

Yes,

The Corporate Governance Award 2007 by the Institute of Company Secretaries of India (ICSI) to Tata Consultancy Services (TCS), Kansai Nerolac Paints & Shri N Voghul of ICICI Bank.

Get the details in http://thisisvj.googlepages.com/CGAwardees2007AD.jpg

Thank you

ICSI - QUESTION PAPERS

Kindly follow this link to get all the Question Papers of ICSI Final & Inter exams,

http://www.icsi.edu/WebModules/icsiweb/questionpapers.htm

Thank you,

Enjoy Passing....Company Secretary exams ! All the Best !

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...

Micro, Small and Medium Enterprises Development Act, 2006

Thanks to my Guru V.S. Datey for this article on MSMED Act,

Micro and small enterprises

As per section 7 of Micro, Small and Medium Enterprises Development Act, 2006 (which is effective from 2-10-2006) read with notification No. SO 1642(E) dated 29-9-2006, enterprises are classified as follows –

PARTICULARS	Investment in plant and machinery in case of enterprise engaged in manufacture or production of goods	Investment in equipment in case of enterprise engaged in providing or rendering of service
Micro Enterprise	Does not exceed Rs 25 lakh Rupees	Does not exceed Rs 10 lakh Rupees
Small Enterprise	More than Rs 25 lakhs but does not exceed Rs five crores	More than Rs 10 lakhs but does not exceed Rs two crores
Medium Enterprise	More than Rs 5 crore but does not exceed Rs 10 crores	More than Rs 2 crore but does not exceed Rs five crores

The enterprise may be proprietorship, HUF, AOP, cooperative society, partnership or undertaking or any other legal entity - Notification No. SO 1642(E) dated 29-9-2006.

While calculating value of plant and machinery, cost of pollution control, research and development, industrial safety devices and other items as may be specified by notification, shall be excluded. Mode of calculation of value of plant and machinery has been specified in notification No. S.O. 1722(E) dated 5-10-2006, issued by Ministry of SSI. Broadly, cost of toolings, erection and commissioning charges, electrical installations etc. is to be excluded. Second hand machinery is to be valued at price of new machinery.

It is clarified that section 29B of IDRA (which provides for reservation for small industries) will be applicable to enterprise engaged in manufacture, where investment is upto Rs five crores.

As per section 8 of Micro, Small and Medium Enterprises Development Act, 2006 (which is effective from 2-10-2006), micro or small enterprises may, at his discretion file a memorandum with authority prescribed by State Government. A medium enterprise engaged in manufacture or production of goods specified in industry specified in first schedule to IDRA shall file memorandum with authority as specified by Central Government.

The memorandum shall be filed by a medium enterprise engaged in production of goods with General Manager, District industries Centre or any District Level officer of equivalent rank in the department of State Government dealing with Micro, Small and Medium Enterprises (SO No. 1636(E) dated 29-9-2006).

National Board for Micro, Small and Medium Enterprises has been formed vide notification No. GSR 596(E) dated 26-9-2006. Advisory committee for classification of enterprises has been formed vide notification No. SO 1622(E) dated 27-9-2006.

Reservation for small industries – The list of industries reserved for SSI is being pruned. Items reserved for SSI as on 13-3-2007 were 114. Mostly there are low technology items and very few may be of interest to large industries. List is available on following website -

http://www.smallindustryindia.com/publications/reserveditems/Reserved_item_list_114_items.pdf

Also find the Act's Financial Implications in
http://thisisvj.googlepages.com/microsmallmedium.doc

Note on MSMED Act http://thisisvj.googlepages.com/NoteonMSME.doc

Format of letter to be recieved from Suppliers http://thisisvj.googlepages.com/ConfirmationLetterfromsuppliers.doc

Valuable SME Toolkit avail in http://india.smetoolkit.org/

Government site http://www.msme.nic.in/

Yes, this will help you in Company Secretary Final & Inter preparations and other professionals.