Learnlabz conducts ALL subjects for ALL levels of CS Foundation, Executive & Professional Programme classes to enjoy passing Company Secretary December 2012 exams to be held from December 26, 2012. The students can try by attending first session of the classes free of cost and OTM books are also provided. The details can also be downloaded from https://docs.google.com/open?id=0B-36NqCFw_7NZkF0dHpZOHNPZlk
Full details are enclosed in:
OnlyThisMuch book series has released most crucial Updates/ Amendments 2012 for June exam onwards under all laws applicable for Company Secretary exams [CS Executive Programme & Professional Program]. The same can be read from: http://www.scribd.com/doc/93236216/Only-This-Much-Amendments-Laws-2012-Updates-for-Company-Secretary-Exams-on-Corporate-Economic-Securities-Secretarial-Practice-Drafting-Alliances#fullscreen
(Better when downloaded). It covers the following laws:
| Company Law/ Company Secretarial Practice/ Corporate Restructuring 1. Amendments in MCA-21 & Filing aspects 2. Amendments in Clauses of Memorandum Of Association 3. Amendments in Unlisted Public Companies PREFERENTIAL ALLOTMENT Rules u/s. 81(1A) 4. Amendments in General Meetings & Board Meetings related 5. Amendments in Managerial Remuneration under Schedule XIII 6. Amendments in Related Party Transactions under Sections 295, 297 & 314 of Companies Act, 1956 7. Amendments in Merger of Government Companies u/s. 396 8. DEFUNCT COMPANIES & FAST TRACK EXIT SCHEME 9. Form & Contents of Annual Accounts under Revised Schedule VI
CRUCIAL DOWNLOADS FOR LAST MINUTE READING BEFORE CS EXAMS:For Direct & Indirect Tax Laws Amendments, download & print the ICSI Supplement from this link [this is applicable for CS Executive & Professional Program exams
Click here for Financial Management Theory Glance through MCA Guidelines on Governance | Securities Law/ Due Diligence 1. Amendments in SEBI ICDR Regulations, 2009 2. Amendments in Equity Listing Agreement 3. Public Issue by SME’s & SME Equity Listing Agreement (most predicted question for this exam) 4. Debt market issues & Securitised Debt Listing Agreement 5. Revised Insider Trading Disclosures 6. New Takeover Code, 2011 |
| Corporate Governance/ Securities Law 1. New Voluntary Governance Codes in India (including MCA’s Corporate Governance & CSR Code, Secretarial Audit, ICSI’s recommendations) 2. New Governance Codes abroad (including UK Corporate Governance & Stewardship Codes) 3. Other Amendments – Internal Control, Credo & Green Tribunal
| |
| Other Laws for CS Exams: 1. Amendments in FEMA & CONSOLIDATED Foreign Direct Investment (FDI) POLICY, 2012 [for Drafting & Alliances in Professional Program, Economic Laws in Executive Program] 2. FOREIGN CONTRIBUTION (REGULATION) ACT, 2010 & RULES 2011 [FCRA] replacing Old Act [for Economic Laws in Executive Program & has Compounding provisions as relevant for Drafting] 3. Competition Act, 2002 & Mergers, Amalgamations, Acquisitions & Takeovers (MAAT) [for Drafting & Corporate Restructuring in Professional Program & Economics Laws in Executive Program] 4. Legal Metrology Act, 2009 replacing Standard Weights & Measures Act [for Eocnomic Laws in Executive Program] | |
Then, register for the next level CS Executive Programme on/before end of February or August to appear for both modules in following December or June exams respectively.
Once you register for Executive Programme, you shall complete e-SIP (Electronic Students Induction Programme Online) or physically at ICSI within 6 months of the registration. Keep ready with you:
You may be barred from appearing for exams if you have not completed SIP.
Then, register for the next level CS Professional Programme on/before end of February or August to appear for all Modules in following December or June exams respectively.
When you wish to start your CS Training, you shall first complete e-EDP (Electronic Executive Development Programme Online) or physically at ICSI. Keep ready with you:
Your training period of 15 months will not start (as per ICSI records) if you have not completed EDP.
The Institute of Company Secretaries of India (ICSI) in collaboration with Gurukul Online Learning Solutions (GOLS) have come up with an initiative in the online form of SIP/EDP. This is basically a web-based training (WBT) wherein physical presence of the participant at the venue is not necessary.
You shall have to attend MSOP physically at ICSI. The e-MSOP (Electronic Management Skill Orientation Programme Online) is available only for candidate occupying very senior position and who has completed Company Secretaryship Final exams on or before 01st September, 2006. More details in http://yehseeyes.blogspot.com/2010/10/attend-msop-smtp-online-get-your.html
You will be eligible to apply for Associate Member of Company Secretary (ACS) only on completion of this.
For more details on CS training programmes or Exemption from CS training, visit http://yehseeyes.blogspot.com/2010/02/newcstrainingsipedpmsoppdpparttimeicsic.html
For more details on getting Associate Membership of ICSI, visit http://yehseeyes.blogspot.com/2009/01/checklistformsfeesguide-to-apply-for.html
Enjoy Streaming…
ICSI has released Updates/Supplements for Corporate Restructuring & Insolvency (CRI) and Due Diligence & Corporate Compliance Management (DDCCM) paper of CS Professional Programme exams on the topic “New Takeover Code 2011” (with Checklist). The Study Materials are well made and worth reading.
I would suggest every student to take PRINT & read it instead of the existing chapters in your Study Material.
Click the links below:
Now, you can enjoy reading Indirect Tax Amendments Book for CA Final May 2012 exams covering the following topics authored by CMA. Tharun Raj to enjoy passing, do give your comments on reading. This can also be used as a reference to understand latest amendments by CS/CMA students & serves as a good reading for Professionals too. Click here to preview the Amendments Book.
Costs: Rs.95/- PLUS Delivery Charges of Rs.55/- (for South India) or Rs. 80/- (for North India). The Demand Draft (DD) to be taken in the name of "C. Sitaraman & Co" payable at Chennai and Send it to:-
C. Sitaraman & Co,
No. 37, Royapettah High Road,
Royapettah,
Chennai - 600 014.
Ph: 044-28117069 & 28111516.
Pointers:- Kindly mention in your letter as “Indirect Tax Amendments Book by Tharun Raj” & send your full detailed ADDRESS along with DD, where you need the delivery.
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Know Law
Labz India Notification 12 of 2012
A written-cum-video initiative to know your corporate legal position as on date
Legal Queries???
How to utilize & escalate your company’s resources? Are you confident that you have utilised the company's resource to the fullest potential!!! What is your market capitalisation of the company? Do you want your declaration of financial results to be a national affair? Have you exploited all sources of funding for your business? Whether your company is enjoying a bigger brand value across the globe? Are you exploring the possibilities of various funding options internationally? How to raise money from abroad? Do you want to list your company in foreign stock exchanges like NASDAQ, London Stock Exchange, Australian Stock Exchange? Have you heard about depository receipts and how does it works? What are the instruments available ro raise money? Can foreigners invests in an Indian company through secondary market with less compliance requirement? Can an Indian company lists abroad without having any overseas branches of its office?
Solution…
International Issue of securities through ADR/GDR/FCCB and listing in foreign stock exchanges
Raising money from abroad is a good option provided you have a feasible and viable project in hand, since there more investors abroad when compared to India. This option can be utilized by a company interested in capturing resources of international market, provided it complies with the criterion of past track record & performances as prescribed.
International Issue of securities through ADR/GDR/FCCB and listing in foreign stock exchanges requires approval under Company laws, Securities laws, FEMA regulations, approvals of FIPB and approvals of stock exchange from abroad and India. This process involves preparation of offer documents, appointment of market intermediaries like merchant banker, satisfying criterion with depositories and custodian banks in India and abroad, collecting investments, issuing shares and listing in stock exchanges abroad. Read More...
Requirement under Indian laws on International Issue of securities through ADR/GDR/FCCB and listing in foreign stock exchanges:
Indian laws treat the depository receipt as foreign direct investment. The law permits denomination of securities in freely convertible foreign currency and can be floated abroad in countries like United States, European Union, Australia with less procedural requirement the respective countries regulators like Securities Exchange Commission. The FEMA regulations read with Depository receipt mechanism provides for issue of securities abroad and conversion of the bonds/instruments in foreign currency into underlying equity shares with voting rights in India after a cooling period through various intermediaries like Overseas Custodian Bank, Domestic depository in India, etc… In certain cases, the Ministry of Finance and Department of Economic Affairs may be required in addition to the one-time and periodical reporting requirement under Reserve Bank of India (RBI) regulations.
Myth buster on International Issue of securities through ADR/GDR/FCCB and listing in foreign stock exchanges:
Huge formalities involved as to lock-in period of securities, the limits on number of issues per year, the end-use restrictions & lot of regulatory approvals required!!! No, the issue process is a plain vanilla procedure with simple conditions on issue expenses and two-stage reporting requirements like a foreign direct investment into India. The value of money that can be raised as a tap issue or as tranches has no limit as per Indian laws. Further, the amount so raised may be used for whatsoever purposes unless it is an instrument like Foreign Currency Convertible Bonds (FCCB’s) where there is a restriction as applicable to External Commercial Borrowings (ECB). Even further, the procedural clearance abroad for issues in alternate investment market of their country is relatively simple.
Caution point on International Issue of securities through ADR/GDR/FCCB and listing in foreign stock exchanges!!!
The compliance of requirements of Indian Company law as to issue of shares shall be duly complied with and necessary e-forms are filed with Registrar of Companies on time. The pricing shall be done based on the date of meeting as to the closing average high & low prices of shares in Indian Stock Exchanges. Agreements with intermediaries shall be entered into. Care should be taken while drafting the Offering Circular, the prospectus like offer document which should provide for all information that is required for an investor to take decision. The prior approval of Reserve Bank of India may be required based on the sectoral cap under Foreign Direct Investment Regulations. Also ensure the in-principle approval for listing is obtained from the stock exchanges for issue of securities in India. Even the benefit of double taxation avoidance agreement can be enjoyed for depository receipts. Ensure the RBI reporting shall be done promptly on 30 days of closure of issue and a quarterly reporting within 15 days.
WATCH LAWLABZ VIDEO on International Issue of securities through ADR/GDR/FCCB and listing in foreign stock exchanges in India!!! (Click Here):
At Lawlabz, we offer 360O Personalized VIRTUAL Corporate Solutions by offering COMPLETE online legal support for your organization since its set-up as your entrepreneurial venture, during its management as a corporate entity or a manufacturing industry and closure of unwanted company’s which are not having any significant business of its own.
Legally Yours,
Happy Consulting with www.lawlabz.com
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