This is for students of Company Executive Program Module I Paper 3 on Tax laws including Income Tax, Service Tax & Value Added Tax (VAT).
Enjoy readin...http://docs.google.com/Doc?id=dd6hbmx2_92ddt8wddp
All the best.
Funny (yet very interesting) on Company Secretaries, credits to the author. Just felt like sharing with CS friends throughout India. Life is all about the approach or view points, enjoy... & win the world!
Banner in front of the Institute of Company Secretaries of India ....
"Drive slowly, don't kill our students.... . leave them to us...."
What is CS?
Foundation-Alpenlibe- Ji lalchaye raha na jaye.
Intermdiate- Dimag ki batti jala de.
Trainee-Kinetic- Sabki hawa nikal de.
FINAL-Chlormint- Dubara mat poochna.
Membersip-jhoom barabar jhoom
We had many options to end our life
Poison, Sleeping pills, Hanging,
Jump from building, Sleep under a train..
But we choose the bravest... Education (CS).
Aansu aa jate hai aankho me rone se pehle,
Har khawab tut jata hai sone se pehle!
Kya hai CS ye to samajh gaye,
Kash koi rok leta admission hone se pehle.
Are you-
Emotionally Numb?
Romantically Starved?
Creatively Challenged?
Artistically Void?
Socially Outcast?
Congratulations You are a CS Student!!
Teacher: Osama has 5 wives and 20 Children,
Laloo has 1 wife and 9 children. Who is better?
CS Student: all are redundant......merge all u/s 391-394 of the Cos. Act, 1956.
SECRETARY
S-Special
E-Extra-ordinary
C-Calm
R-Royal
E-Enthusiastic
T-Talented
A-Awesome
R-Romantic
Y-Young
Irritating compliances, Fighting on complicated issues,
Everyday classes, Dangerous boss,
More expenditure, avg. stipend,
People call it Training, We call it LIFE.
CS on his death bed:
My wife, are you here?
"Yes dear"
My daughter, are you here?
"Yes dad"
My son, are you here?
"Yes dad"
MY TRAINEES, ARE YOU HERE?
"Yes SIR"
KAMiNO fir OFFICE me kaun hai...................aur mera corporate law ka gutkha??????????
Upcoming horror movies in CS:
-The Worthing Trainee
-Khatarnak syllabus
-B.L. ka badla
-2nd group ki pyas
-Khooni result (soon to be out on 25th February 2009 @ 12 noon)
-Wo aakhri attempt
-corporate governance(the mystery)
Kash koi "Exam Result" ka insurance kara deta,
To har exam ke pehle premium bharwa dete,
Pass hote to thik hai,
Varna insurance claim karva lete.
Ye India ka CS hai bidu,
40 mile to tali bidu,
Attempt lage to gali bidu,
Hua exempt to bole jhakhas,
39 lage to satyanash,
Pass ho to thaat hai,
Fail ho to vaat hai.
5 Years
50 Laws
500 Lectures
5000 Practicals
50000 Sections
500000 Rules
A normal human being can't bear it.
The remaining abnormals are called
COMPANY .SECRETARIES ....
CS gaali de to kya dega?
Saale 383A ka non compliance,
SEBI ki penalty,
paidaishi subsidiary,
Undischarged Insolvent,
297 ke violation, 295 ke loan, 372A ki guarantee,
Itna marunga ki WINDING UP ho jayega.
Keep enjoyin...Vj
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2009
Yes, takeover amended for the second time in 2009 and
Regulation 29A - ''Relaxation from the strict compliance of provisions of Chapter III in certain cases.''
29A. SEBI board may, on an application made by a target company, relax any or more of the provisions of the chapter [CHAPTER III: Substantial Acquisition Of Shares Or Voting Rights In And Acquisition Of Control Over A Listed Company which covers Regulation 10 to 29A], subject to such conditions as it may deem fit, if it is satisfied that:
(a) the central government or state government or any other regulatory authority has removed the board of directors of the target company and has appointed other persons to hold office as directors thereof under any law for the time being in force for orderly conduct of the affairs of the target company;
(b) such directors have devised a plan which provides for transparent, open, and competitive process for continued operation of the target company in the interests of all stakeholders in the target company and such plan does not further the interests of any particular acquirer;
(c) the conditions and requirements of the competitive process are reasonable and fair;
(d) the process provides for details, including the time when the public offer would be made, completed and the manner in which the change in control would be effected;
(e) the provisions of this chapter are likely to act as impediment to implementation of the plan of the target company and relaxation from one or more of such provisions is in public interest, the interest of investors and the securities market.''
Regulation 25(2B) - Competitive Bid
SEBI has also amended regulation 25 Takeovers Regulations, 1997, wherein, after sub-regulation (2A) the following sub-regulation shall be inserted, namely,
''(2B) No public announcement for a competitive bid shall be made after an acquirer has already made the public announcement pursuant to relaxation granted by the Board in terms of regulation 29A (as above).''
Click here for this amendment http://www.box.net/shared/rxx0gf6m4r
To track all Takeover recent amendments, click http://yehseeyes.blogspot.com/search/label/SEBI%20Takeover
Like it, subscribe it Get See Yes -> Yes, ACS delivered by email
Department of Industrial Policy & Promotion has issued press Note 1 of (2009 Series) dated 14th January 2009 amending FDI policies in Print Media in particular News & Current affairs matters.
Foreign direct investment (FDI) in publication of facsimile edition of foreign newspapers:
· FDI up to 100% is permitted with prior approval of FIPB in publication of facsimile edition of foreign newspapers.
· Investment should be made by the owner of the original foreign newspaper(s) whose facsimile edition is proposed to be brought out in India.
· Business can be undertaking only by an entity incorporated or registered in India under the provisions of the Companies Act.
· Publication of facsimile edition of foreign newspaper would also be subject to the Guidelines for publication of newspapers and periodicals dealing with news and current affairs and publication of facsimile edition of foreign newspapers issued by Ministry of Information & Broadcasting on 31.3.2006, as amended from time to time.
Foreign investment in publication of Indian editions of foreign magazines dealing with news and current affairs.
· Foreign investment would also be subject to the Guidelines for Publication of Indian editions of foreign magazines dealing with news and current affairs issued by the Ministry of Information & Broadcasting on 4.12.2008.
Click here for the Press Note 1 2009 series http://siadipp.nic.in/policy/changes/pn1_2009.pdf
So, whats the impact of this amendment
A facsimile edition is an exact replica of an international edition that meets certain conditions and cannot carry separate advertisements aimed at Indian readers or locally generated content or India-specific content, not published in the original edition of the foreign newspaper.
The all new Indian edition was added to the WSJ.com website this weekend and includes coverage from the New Delhi and Mumbai bureaus of Wall Street Journal which can be read from http://india.wsj.com/
For your kind information, Wall Street Journal also has a partnership with Hindustan Times in India to publish Mint - a business newspaper that is available in both print and online edition at livemint.com.
And you will find many more Indian editions of e-newspapers & foreign magazines.
Further in the format, 1. "Entity" means "Promoter or every person forming part of the Promoter Group". 2. Names of the promoter and promoter group shall be the same as appearing in other filings made with stock exchanges.
Amendment Notification in http://www.sebi.gov.in/circulars/2009/cfdcir.pdf |
Listing Agreement Amendment
Subsequently Amendment to Clause 35 & 41 of listing agreement is notified.
Cl 35: The format for reporting the shareholding pattern contains six parts. The first two parts viz. Part I(a) and I(b) contains disclosures of shareholding of promoter and promoters group. Part I(a) and I(b) of the format are required to be amended to include details of shares pledged by promoters and promoter group entities.
Cl 41: The format for submitting the quarterly financial result of the company, is required to be modified to include details of promoters and promoter group shareholding including the details of pledged shares.
The reporting as per the revised formats under clause 35 and 41 shall start from the quarter ending March 31, 2009.
Amendment Notification in http://www.sebi.gov.in/circulars/2009/dil0309.pdf
You can now download the word formats for editing & filing with Stock Exchanges by clicking http://www.box.net/shared/1e9yquco6a
A promoter or every person forming part of the promoter group of any company shall, within 7 working days from 28th January 2009 disclose details of shares of that company pledged by him, if any, TO that company.
Disclosure by Promoter or Promoter Group TO Company
Disclosure by Company To Stock Exchanges
If during any quarter ending March, June, September and December of any year, the lower of the following limits are exceeded,
Then, Company shall inform details of pledge received from promoter or promoter group within 7 working days of receipt of information TO the Stock Exchanges.
Click here to download the amendment - Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2009
The new definition of "Overseas Custodian Bank": Overseas Custodian Bank means a banking company which is established in a country outside India and which acts as custodian for the equity shares of Issuing Company, against which IDRs are proposed to be issued by having a custodial arrangement or agreement with the Domestic Depository or by establishing a place of business in India.".
The existing "Continuous Disclosure Requirements" such as issuer company to get certificate from Chartered Accountant about utilization of funds and its variation from the projections of utilization of funds in quarterly intervals and shall also publish it or cause to be published in one of the English language newspapers having wide circulation in India is dispensed with. Continuous Disclosure Requirements may be prescribed by SEBI.Limited Liability Partnership Act, 2008 - LLP's are now possible in India too. Click here to download the Act http://mca.gov.in/MinistryWebsite/dca/actsbills/pdf/LLP_Act_2008_15jan2009.pdf
Yes, LLP is formed & regulated by Limited Liability Partnership Act, 2008 which received President's assent on 7th January 2009.
Ministry of Corporate Affairs (MCA) is administrating ministry - Ministry of Corporate Affairs, Government of India is the administrating ministry. Registrar of Companies (RoC) of respective State is the administrative authority where all documents are to be filed.
Provisions of Companies Act can be made applicable - Central Government can make applicable any provision of Companies Act to LLP with suitable modifications by issuing a notification [Section 67 of LLP Act, 2008]
However, provisions of Indian Partnership Act will not apply to LLP [Section 4 of LLP Act, 2008].
Individual or body corporate can be partner, that too with a limited liability protection now - Any individual (who is of sound mind and is solvent) and any body corporate can be partner of LLP. There should be minimum two partners. Personal liability if number falls below two. No upper limit on number of partners [Section 5 and 6 LLP Act, 2008].
LLP must have two 'designated partners' who must be individuals. If a body corporate is partner of LLP, it can nominate a person as 'designated partner'. He has to give consent to act as designated partner. He has to obtain DPIN [Designated Partner Identification Number] from Central Government [Section 7 of LLP Act, 2008]. The designated partner is liable for all compliances as required under the Act and is liable to penalty for contravention of those provisions [Section 8 of LLP Act, 2008].
Traditional Partnership | Limited Liability Partnership |
Distinctions | |
Unlimited personal liability of each partner for dues of the partnership firm. Personal property of each partner also liable. | No personal liability of partner, except in case of fraud. |
Written agreement not essential. | Incorporation document essential. |
Partnership can be registered under Partnership Act. Registration is not mandatory. | LLP is incorporated under LLP Act. Incorporation is mandatory. |
Not a legal entity separate from its partners | It is a legal entity separate from its partners, having perpetual succession |
Property cannot be held in name of partnership firm. | Property can be held in name of LLP. |
Partnership deed/agreement is executed. Even verbal agreement is valid. | 'Incorporation Document' is required to be executed. In addition, LLP Agreement is required in almost all cases, though such LLP agreement is not mandatory. |
Documents are required to be filed with Registrar of Firms (of respective State) | Registrar of Companies (ROC) is the administrating authority. |
Death of partner dissolves a firm, in absence of agreement | Death of partner does not dissolve LLP. |
Minimum two and maximum twenty partners | Minimum two partners. No limit on maximum number of partners |
Each partner can take part in business of firm. | Each partner can take part in business of firm, but LLP Agreement can provide to the contrary. |
All partners are liable for statutory compliances under Partnership Act | Only designated partners are liable for statutory compliances as are required under LLP Act (not necessarily in respect of other Acts). |
Partner cannot enter into business with firm, though he can give loan to firm. | Partner of LLP can enter into business with LLP. He can also give loans to LLP. |
Every partner of firm is agent of firm and also of other partners. He can bind partnership firm as well as other partners by his acts. | Every partner of LLP is agent of LLP but not of other partners. Thus, he can bind LLP by his acts but not other partners. However, LLP agreement can restrict powers of individual partner. |
Filing of accounts, statement of solvency and annual return not required. | Filing of accounts, statement of solvency and annual return not required. |
Partnership can be 'at will' i.e. any partner can resign or dissolve firm | Individual partner can resign but cannot dissolve the LLP. |
Death of partner dissolves partnership unless there is contract to contrary | Death of partner does not dissolve LLP. |
Public notice is required for retirement of a partner. | Filing of return of retirement of partner with ROC is required, but no provision for public notice of retirement of partner. |
Partnership firm can be dissolved. | LLP can be would up. |
No specific provision to enter into compromise, arrangement, amalgamation, reconstruction etc. This can be done only under civil laws. | LLP can enter into compromise, arrangement, amalgamation, reconstruction etc. |
Minor can be admitted to benefit of partnership. | There is no specific provision to admit minor to benefit of partnership. It is doubtful if this can be done. |
Similarities | |
Partner is not employee of firm | Partner is not employee of LLP. |
Liability of a person for 'holding out', i.e. representing himself as partner, though he is not | Liability of a person for 'holding out' i.e. representing himself as partner, though he is not [clause 29 of LLP Bill, 2008] |
Partner of firm entitled to remuneration only if partnership agreement so provides | Partner of LLP entitled to remuneration only if LLP agreement so provides |
New partner can be introduced only with consent of all existing partners | New partner can be introduced only with consent of all existing partners, unless LLP Agreement provides otherwise. |
Insolvent person cannot continue as partner of firm. | Insolvent person cannot continue as partner of LLP. |
Rights of partnership can be assigned. | Rights of partnership can be assigned. |
Partner liable to firm for any personal profits made by him by use of property, name or business connection of firm. | Partner liable to LLP for any personal profits made by him by use of property, name or business connection of LLP |
Partner cannot undertake competing business without consent of other partners | Partner cannot undertake competing business without consent of LLP. Otherwise, liable to account for and pay profits to LLP |
Partner liable to firm if he commits fraud. | Partner liable to LLP if he commits fraud. |
Comparison between company and LLP
Company under Companies Act | Limited Liability Partnership |
Distinctions | |
Memorandum is to be filed with ROC | Incorporation Document is required to be filed. |
Memorandum should contain State in which incorporated. | Incorporation Document is not required to contain State in which incorporated. Thus, registered office can be changed to any place in India just by informing ROC subject to prescribed conditions. |
Name to contain 'Limited' or 'Private Limited' as suffix | Name to contain 'Limited Liability Partnership' or 'LLP' as suffix |
Articles are to be filed at the time of incorporation. Private company must have Articles. In case of public company, provisions of Table A apply if there are no Articles. | LLP Agreement is required to be filed later. In absence of LLP Agreement, mutual rights and duties will be as specified in first schedule to LLP Act. Thus, practically, each LLP must have LLP Agreement, though not mandatory. |
Managing Director and Wholetime Director to look after day to day administration.. | Designated Partner to look after statutory compliances. Otherwise, all partners can look into affairs of the LLP. However, LLP can delegate powers to some partners who may be designated as 'Managing Partner', or 'Executive Partner' or any other name. |
Individual director or member does not have authority in conduct of business of company. | Every partner has authority to conduct business of LLP, unless the LLP Agreement provides to contrary. |
Restrictions on remuneration to director as per Companies Act | No restriction on remuneration to partner. Remuneration should be provided in LLP agreement. |
Notice of change of director is to be given by company. | A partner who has resigned from LLP can himself file notice of his resignation to ROC. |
Share, share certificate, register of members, transfer and transmission of shares etc. required. | No requirement of share and share certificate. Hence, no question of its issue, allotment, transfer, rectification of register etc. |
Board meetings, general meetings are required. | No provision for regular meeting of Board and members. Partners can decide when and how to meet, delegation of powers etc. Provision is made that LLP should maintain minute book |
Charges are required to be registered | No provision for registration of charges. |
Elaborate records and registers are required to be maintained | No records and registers have been prescribed. |
Restrictions on Board regarding some specified contracts, contracts in which directors interested, investments, loans and guarantees to other companies | Partners are free to enter into any contract. |
Disclosures required of contracts where directors are interested | No requirement of disclosures required of contracts where partners are interested, unless specified in LLP Agreement. |
Elaborate provision relating to redressal in case of oppression and mismanagement | No provision relating to redressal in case of oppression and mismanagement |
Specific provisions relating to nidhis, NBFC | No specific provisions relating to nidhis, NBFC |
Similarities | |
Limited liability and perpetual succession | Limited liability and perpetual succession |
Must have common seal | Common seal is optional |
Provision of approval of name, change of name are similar. | Provision of approval of name, change of name are similar. |
ROC is the administrative authority | ROC is the administrative authority |
Provisions of name, its approval and change are similar. | Provisions of name, its approval and change are similar. |
No personal liability of individual director or member [except of director of private company in some cases like income tax and sales tax dues]. | No personal liability of partner, except in case of fraud. |
Complicated procedure for change of registered office, particularly when change is to other State | Simple procedure to change registered office of LLP anywhere in India just by informing ROC and following prescribed conditions. |
Registrar of Companies (ROC) is the administrating authority. | Registrar of Companies (ROC) is the administrating authority. |
Memorandum and Articles, details of directors, accounts, annual return, special resolutions etc. filed by LLP with ROC will be available for public inspection | Incorporation document, details of partners, accounts, statement of solvency and annual return filed by LLP with ROC will be available for public inspection [clause 36 of LLP Bill, 2008] |
Powers to Central Government to inspect records of company and to order investigation | Powers to Central Government to inspect records of company and to order investigation |
Provisions of compromise, arrangement or reconstruction of companies are similar | Provisions of compromise, arrangement or reconstruction of LLP [clauses 60 to 62 of LLP Bill, 2008] |
Company can be would up voluntarily or by order of Court | LLP can be would up voluntarily or by order of Court |
ROC can strike off name of defunct company. | ROC can strike off name of defunct LLP |