What next after CS exam results August 2009, register for Executive or Professional program & finish NIIT, TOP, ADP, SMTP from ICSI

The results of the CS Foundation Course, Intermediate and Final (Old Syllabus) and Foundation Programme, Intermediate/Executive Programme, and Professional Programme (New Syllabus) examinations of the Company Secretaries held in June, 2009 are scheduled to be declared at 12.00 Noon on 25^th August, 2009 at www.icsi.edu and also try www.icsi.in

HEARTIEST WISHES FOR EVERY ONE WHO HAS WON & IN THE PROCESS OF WINNING COMPANY SECRETARY EXAMS

Candidates registered upto and including the month of August in a year are eligible for appearing in both the groups of the Executive Programme or all 4 modules of Professional Programme examination held in June of next year. So, its mandatory for you to submit prescribed forms before 31st August 2009 to appear for all modules in December 2009.  There is one another new requirement in lieu of TOP, SMTP, etc…which is called Student Induction Programme (SIP), Executive Development Programme (EDP)  and Professional Development Programme (PDP) from 1st September 2009 0nwards, so make your enrolment fast.

Before visiting the nearest ICSI office, make sure you are ready with following things:

For Foundation passed:

1. Click here to register online for CS Executive Program Application - http://www.icsi.edu:8888/registration/main_online.aspx and arrange for fees as per http://www.icsi.edu/LinkClick.aspx?link=http%3a%2f%2fwww.icsi.edu%2fwebmodules%2flinksofweeks%2fREVISION+OF+FEES.doc&tabid=528&mid=3166
2. Get to know your subjects and classes schedules at http://csexecutiveprogram.blogspot.com
3. Register for Computer Training with NIIT or produce your Certificates to write Exemption exam (Detailed FAQs) on or before February 2010
4. Get your Bcom degree too BCom CS Executive & MCom CS Professional programme is possible -IGNOU & ICSI offers this mutli-degrees for Company Secretaries
5. Get your scholarship based on your school marks from 10&12th Standard Marks for 100% Company Secretary Course fees, says ICSI by Students Education Fund Trust scheme-60/75/90%
6. Start writing CC papers for eligibility Just write 1 CC paper for CS Executive/Professional/Foundation programme, instead of 3 CC papers per subject but to secure 40% marks and submit on or before February 2010.
7. Enjoy reading CS Executive Programme books from http://onlythismuch.lawlabz.com

For Executive passed:

1. Click here to download & fill CS Professional Program Application - http://www.icsi.edu/webmodules/student/final.doc and arrange for fees as per Apply for Training Orientation Program (TOP) and find details from nearest ICSI - http://www.icsi.edu/webmodules/student/TopForm.doc (its a mandatory pre-requisite to commence CS Training). TOP is a 5 full day program offered at ICSI and your training will commence only on completion of this program
2. Then, start sending emails & applications of RESUME for CS Training to
1. List of Company Secretaries in Practice Registered for Imparting Training
2. Registered Companies for Training
3. For 15-month CS Training related information, you can click http://yehseeyes.blogspot.com/2008/05/icsi-15-months-managementapprentice.html
4. Start looking out for Academic Development Programs (ADP) as its mandatory to attend for 25 hours or you have the option to register for National Convention of ICSI.
5. Get your Mcom degree too BCom CS Executive & MCom CS Professional programme is possible -IGNOU & ICSI offers this mutli-degrees for Company Secretaries
6. Get your scholarship based on your school marks from 10&12th Standard Marks for 100% Company Secretary Course fees, says ICSI by Students Education Fund Trust scheme-60/75/90%
7. Get to know your subjects and classes schedules at http://csprofessionalprogram.blogspot.com
8. Start writing CC papers for eligibility Just write 1 CC paper for CS Executive/Professional/Foundation programme, instead of 3 CC papers per subject but to secure 40% marks and submit on or before February 2010.
9. Enjoy reading CS Professional books (coming sooooon), keep watchin…

For Professional passed:

1. Pending Training you are eligible for Licentiate Membership of ICSI - http://www.icsi.edu/webmodules/student/Licentiate.doc and you will get Chartered Secretary (Members magazine) free of cost.
2. Complete your CS Training or Claim exemption from it following http://yehseeyes.blogspot.com/2008/05/icsi-15-months-managementapprentice.html
3. Complete RoC Training or Stock Exchange training, if applicable. Send e-mail to training2@icsi.edu to get the sponsorship letter.
4. Complete ADP's, if applicable & pending
5. Then, apply for the esteemed membership of ICSI following, http://yehseeyes.blogspot.com/2009/01/checklistformsfeesguide-to-apply-for.html

Hope, I have not missed out anything. Of course, you can keep track of all updates, happenings and all about Company Secretaries by following http://yehseeyes.blogspot.com/ and Get See Yes -> Yes, ACS delivered by email

New 6.42 disclosures for rights issue & ASBA also made applicable & utilisation of funds only after finalisation of allotment, SEBI DIP amended

SEBI/CFD/DIL/DIP/38/2009/08/20 dated August 20, 2009

Download Amended SEBI (DIP) Guidelines, 2000 till date

1. Applications Supported by Blocked Amount (ASBA) in rights issues:

It has now been decided to make ASBA applicable to all rights issues. ASBA will co-exist with the current process, wherein cheque/demand draft is used as a mode of payment. Since the web enabled interface of stock exchanges is now operational [have a look at NSE’s Workstation] for the purpose of acceptance of the rights issue applications, self certified syndicate banks shall upload the application data in to the aforesaid interface of stock exchanges.  Understand about ASBA from [SEBI-ASBA] Lets Learn the Concept.

Conditions:

1. All applicants who desire to apply through ASBA should hold shares of the issuer company in a depository account.
2. The applicants shall indicate either in (i) in Part A of the composite application form of rights issue or (ii) in the plain paper application, as to whether they desire to avail of the ASBA option.
3. All other provisions shall apply mutatis mutandis (means, as like a Public Issue with such modification of the words as Rights issue).

2. Other Amendments numbered as A, B, C, D & E for reference

As you are aware that under clause 8.19 of the SEBI (DIP) Guidelines provides that in a rights issue, the issuer may utilise the issue proceeds collected after satisfying the designated stock exchange that minimum 90% subscription is received and also SEBI has reduced the time period taken for finalization of basis of allotment in the rights issues to 15 days from the date of closure of the issue.  In a public issue, in terms of section 73 of the Companies Act, 1956, the issuer company can access the issue proceeds only after allotment and listing is completed.  All the following Amendments shall be applicable for all rights issues where Draft letters of offer are filed or where Final Letter of Offer is yet to be filed with SEBI on or after the date of this circular.

A. In the clause 5.7.2: In the case of rights issues, lead merchant banker shall ensure that the abridged letters of offer ALONG WITH COMPOSITE APPLICATION are dispatched to all shareholders at least 3 days before the date of opening of the issue.

B. All the new clauses are using the word COMPOSITE application instead of STANDARD application as earlier (in case of rights issues).

C. In CHAPTER VI of the DIP Guidelines dealing with DISCLOSURES regarding rights issue, many amendments were made as below:

SECTION III – CONTENTS OF THE LETTER OF OFFER

There are 3 types of disclosures,

• 6.42 disclosures on satisfaction of certain conditions
• Partly Section I and Partly 6.42 disclosures
• Section I disclosures as like the existing provision

I. A listed issuer company making a rights issue shall make disclosures, as
specified in clause 6.42, in the letter of offer, if it satisfies the 6.39 conditions as mentioned below:
(a) the issuer company has been filing periodic reports, statements and
information in compliance with the listing agreement for the last 3 years immediately preceding the date of filing of the letter of offer with the designated stock exchange or SEBI.
(b) the information referred to in sub-clause (a) above are available on the website of any recognised stock exchange with nationwide trading terminals or on a common e-filing platform specified by the SEBI.

(c) the issuer company has investor grievance-handling mechanism which includes meeting of the Shareholders’ or Investors’ Grievance Committee at frequent intervals, appropriate delegation of power by the board of directors of the issuer company as regards share transfer and clearly laid systems and procedures for timely and satisfactory redressal of investor grievances.

As per 6.43, every such listed company shall also make a copy of offer document available to the public in the manner specified in sub-clause (ii) of clause 5.6.2 and shall also make such document available as a material document for inspection.

II. NON SATISFACTION OF ABOVE CONDITIONS

Clause 6.40: If the listed issuer company does not satisfy the ABOVE conditions, it shall make disclosures in the letter of offer as specified in Section I and as specified in sub-clauses (d), (e) and (f) of clause 6.42.16.2 of Section III.

III. SPECIFIC TYPE OF LISTED COMPANIES

Clause 6.41: Irrespective of whether the conditions specified in clause 6.39 are satisfied or not, the following listed issuer companies shall make disclosures, as specified in Section I, in the letter of offer:
(a) A listed issuer company whose management has undergone change pursuant to acquisition of control in accordance with the provisions of SEBI Takeover Code.
(b) An issuer company whose securities have been listed consequent to relaxation granted by the Board under sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957 for listing of its securities pursuant to a scheme sanctioned by a High Court under sections 391 to 394 of the Companies Act, 1956.

D. In chapter VI, Section IV shall be substituted with the following section as under:-
SECTION IV - CONTENTS OF THE ABRIDGED LETTER OF OFFER: In that clauses 6.44, 6.45 and 6.46 are SUBSTITUTED with new clauses.

E. Chapter VIII - OTHER ISSUE REQUIREMENTS
For clause 8.19.1, the following clause shall be substituted, namely:-
“The issuer company may utilise the funds collected in the rights issue only after the basis of allotment is finalized.”  Just remember, it is no more after minimum 90% subscription is received.

Same exit loads for all Mutual Fund (MF) holders irrespective of Subscription amounts, SEBI says

SEBI / IMD / CIR No. 6 /172445/ 2009 dated August 7, 2009 & SEBI / IMD / CIR No. 7 /173650 / 2009 dated August 17, 2009

It is observed that the mutual funds are making distinction between the unit
holders by charging differential exit loads based on the amount of subscription. In order to have parity among all classes of unit holders, it has now been decided that no distinction among unit holders should be made based on the amount of subscription while charging exit loads.

While complying with the aforesaid circular, it shall be ensured that:

1. The principle laid down in the SEBI circular No. SEBI/IMD/CIR No. 5/126096/08 dated May 23, 2008 (clause 16 of the standard observations) that “any imposition or enhancement in the load shall be applicable on prospective investments only” shall be followed.
2. The parity among all classes of unit holders in terms of charging exit load shall be made applicable at the portfolio level.

Further, you are aware that SEBI vide circular No. SEBI/IMD/CIR No. 5/126096/08 dated May 23, 2008 has simplified the formats for Offer Document and Key Information Memorandum of Mutual Funds Scheme [SEBI-Simplification of Offer Document and Key Information Memorandum of Mutual Funds Scheme]. The simplified Scheme Information Document format provides that “Wherever quantitative discounts are involved the following shall be disclosed – The Mutual Fund may charge the load within the stipulated limit of 7% and without any discrimination to any specific group of unit holders. However, any change at a later stage shall not affect the existing unit holders adversely”.

Saturday Sunday Crash Classes for CS, CA & CWA on Law, FM, Tax & Costing at Learnlabz, enjoy passing

LEARN LABZ – Xperiment, Xcel!

(SPECALISING in Law, FM, Tax, Costing for

 CS, CA & CWA)

 

Crash Batches on Saturdays & Sundays of September & October 2009

 

1. “Company Secretary” – Crash Batch from 15^th September 2009 [Click here for Timetable - Executive & Professional]

2. “Chartered Accountant”- Crash Batch from 10^th September 2009 [Click here for Timetable]

3. “Cost & Works Accountant” - Crash Batch from 5^th September 2009 [Click here for Timetable]

 

For OTHER details http://learnlabz.lawlabz.com and learnlabz@lawlabz.com

           

ü       Faculties include CA Giridharan, CWA CS Baskaran & CS A.N.S. Vijay

ü       Subjects covered include LAW, FM, TAXES, COSTING

ü       Fees Rs.1000/- per subject

ü       Registrations closes on 5^th September 2009, Limited Seats

 

“Company Secretary” – Daily Batch for All subjects from 15^th August 2009

For Batch details http://csexecutiveprogram.blogspot.com & http://csprofessionalprogram.blogspot.com

 

For Registration/Enquiry Call:  93829 35598 

Registration venue - Learn Labz @

No.128 Veera Perumal Koil Street

, Mylapore, Chennai.

Classes conducted at – MSN Business Centre, Nungambakkam (Near Ayappan Temple)     

 

“We make Learning an Exciting experience”

SEBI IPEF Aid for Legal Proceedings are issued as guidelines 2009 to enable reimbursement of 75% of expenses incurred by Investor Associations

As you are aware that SEBI has notified Securities and Exchange Board of India (Investor Protection and Education Fund) Regulations, 2009 (SEBI IEPF notified to protect investors with 14 regulations, 2009, which also amends forfeiture)

Regulation 5(1)(d) of SEBI IPEF Regulations, 2009 states that “aiding investors’ associations recognized by SEBI to undertake legal proceedings in the interest of investors in securities that are listed or proposed to be listed”.  To enable the aid, SEBI has now provided Securities and Exchange Board of India (Aid for Legal Proceedings) Guidelines, 2009.

1. The aid is for the ‘Legal proceedings’ (as defined in Reg 2(1)(g) of SEBI IPEF Regulation which) MEANS any proceedings before a court or tribunal where 1000 (one thousand) or more investors are affected or likely to be affected by:- (i), (ii), (iii), (iv), (v) & (vi) such other market misconduct which in the opinion of the Board may be deemed appropriate;
BUT DOES NOT INCLUDE any proceeding where the Board is a party or where SEBI has initiated any enforcement action.

2. The legal aid covers the ‘Expenses’ as defined u/3(1)(a) of this Legal Aid Guidelines as ‘expenses’ means the expenses incurred with respect to any or all of the following in connection with a legal proceedings:-
i. court fees, process fees and other fees/charges payable in the courts as per law;
ii. the bills of solicitors, advocates and senior advocates for professional services rendered by them ;
iii. the clerkage and other miscellaneous expenses charged by the counsels, senior counsels and solicitors, as applicable.

3. Any Investors’ Association may make an application with details as given under Guideline 4(3) to SEBI seeking aid for undertaking legal proceedings.  Kindly note, the application and SEBI approval to be sought at every stage of the proceeding before every Court.

4. In case legal proceedings relates to mis-statement, misrepresentation or
omission in connection with the issue, sale or purchase of securities, the
application shall establish that: the investors relied upon such mis-statement, misrepresentation or omission and such statements caused monetary loss to the investors.

5. The aid for the legal proceedings shall be granted at the discretion of the
SEBI if it is prima facie satisfied that the aid is in the best interest of the investors.  SEBI shall issue a letter conveying grant of aid for a particular legal proceedings.

6. Payments: The aid for a particular legal proceedings shall be

• UPTO Rs. 20 lakh if it is before the Supreme Court of India and
• UPTO Rs. 10 lakh before any other forum.

7. The bills submitted shall be certified by the Auditor of the Investors’
Association and UPTO 75% of the expenses actually incurred shall be
reimbursed WITHIN 15 days of the receipt of claims.

8. The Investor Association shall submit a periodical report of the legal proceedings to SEBI and on conclusion of proceedings, a detailed report statement to be submitted with a self-certified statement on the utilization of aid by it.

SEBI ASBA commission clarification that it shall be treated at par with other applications

SEBI/CFD/DIL/MB/IS/5/2009/05/08 dated 5th August, 2009

ASBA – Application Supported by Block Amount

It is, hereby, clarified that for the purpose of payment of commission,
both type of applications i.e. whether uploaded by Syndicate Members
(Non–ASBA) or by SCSBs (ASBA), shall be treated on par and the
commission shall be paid accordingly to Syndicate Members or SCSBs,
as the case may be.

Know all about ASBA from [SEBI-ASBA] Lets Learn the Concept

Takeover Code acquisition UPTO 5% through Open Market of Buy back, when holding is 55% – 75% - SEBI Clarification

CFD/DCR/TO/Cir-01/2009/06/08 dated 6th August 2009

• Acquisition in excess of 5% in a financial year by persons holding between 15% and 55%
  • UPTO 5% in a financial year could be acquired without an open offer (called creeping acquisition).  Thus, this limit gets renewed every financial year.
• Acquisition in excess of 5% by persons holding between 55% and 75%,
  • UPTO 5% could be acquired (without open offer) only through open market purchase or buy back by company and not through any other mode.  But this is a ONE-time limit till one reaches 5% when holding is between the prescribed limits.
  • Kindly note that, this 75% shall NOT be extended to 90%, irrespective of minimum public shareholding is 25% or 10%
  • Details in http://www.sebi.gov.in//circulars/2009/cfdcir012009.pdf

Applicability of certification under consortium lending & multiple banking arrangements for 5 crores by CS / CA / CWA for banks – RBI circular

All the banks may seek a declaration from their existing borrowers availing sanctioned limits of Rs.5.00 crore and above or wherever, it is in their knowledge that their borrowers are availing credit facilities from other banks, and introduce a system of exchange of information with other banks and obtain regular certification by a professional, preferably a practising Company Secretary or Chartered Accountant or Cost Accountant, regarding compliance of various statutory prescriptions.

Now, the applicability of the Certification for lending is extended.  Thus, it is now made mandatory (applicable) for

• All Scheduled Commercial Banks (excluding RRBs and LABs)

• Select  All-India Term-lending and Refinancing Institutions
  (Exim Bank, NABARD, NHB and SIDBI)

The list of all RBI circulars regarding Lending under Consortium Arrangements/Multiple Banking Arrangements till date:

• DBOD.No.BP.BC.46/08.12.001/2008-09 [the first original circular] dated September 19, 2008 on the above subject along with
• subsequent circulars DBOD.No.BP.BC.94/ 08.12.001/2008-09 [revised formats] dated December 08, 2008 and
• DBOD No. BP. BC. 110 / 08. 12. 001 /2008-09 dated February 10, 2009 [clarification to include CA & CWA with CS] respectively and
• DBS.CO.FrMC.BC.No.8/23.04.001/2008-09 dated June 24, 2009 to exchange information on multilateral basis regarding incidents of fraud, legal actions taken and covert activities / operations of the borrower after the fraud, etc..

• RBI/2009-2010/116 DBOD.No.FID.FIC.2397/01.02.00/2009-10 dated 5th August 2009 by which it is advised that the above guidelines on consortium arrangements/multiple banking arrangements  issued to banks, shall mutatis mutandis apply to the select all-India Financial Institutions (AIFIs) for sharing of  information among the AIFIs and with banks.

Just write 1 CC paper for CS Executive/Professional/Foundation programme, instead of 3 CC papers per subject but to secure 40% marks

Sure, this is a very happy announcement for every student of ICSI!!!  CC papers, headaches (as knowledge is put into head)? agreed, not any more!!! as the requirement is relaxed.  Yes, I know every one is now so excited to read further.  Enjoy writin….

It has been decided to rationalize the criteria for issue of Coaching Completion Certificates (CC) papers vis-à-vis submission of Response Sheets with immediate effect which is as follows [which is even applicable for December 2009 exams].  Keeping in view the above decision, the students are advised to send at least one Response Sheet for each subject to make him/ her eligible for issue of Coaching Completion Certificate. It is further to clarify that he/ she has to secure minimum 40% marks in each subject for issue of Coaching Completion Certificate. [Source]

As every one is aware that one has to submit CC papers on or before August 2009 for being eligible to attend December 2009 CS exam.

Also you are aware of the pilot project of ICSI viz CS CC papers online for CA CWA final students or with 4 years of experience, by sending it in e-mail to ICSI, only for Company Law of Executive Programme

Now, every student of ICSI can submit merely ONE CC PAPER (from 3 of the COMPULSORY test paper given at the end of the ICSI study material) for every subject PROVIDED atleast you secure 40% marks in every subject.

However, students will be at liberty to send maximum response sheets to the Institute and all such response sheets will be evaluated and returned to them for their reference/ guidance.

Enjoy writin…

RBI Guidelines on IDR for issue, transfer & redemption into Equity which shall be made only after 1 year on compliance of FEMA, SEBI & Company Rules

RBI in order to facilitate the eligible companies resident outside India to issue Indian Depository Receipts (IDRs) through a Domestic Depository and to permit persons resident in India and outside India to purchase, possess, transfer and redeem IDRs, it has been decided to operationalise the IDR Rules, notified by the Government of India, as amended from time to time, with immediate effect.  Before further reading, first understand the basics of IDR from [SEBI-IDR]Lets Learn-Indian Depository Receipt-Meaning & Understanding.

The permission has been granted subject to compliance with the Companies (Issue of Depository Receipts) Rules, 2004 and subsequent amendments made thereto and the SEBI (DIP) Guidelines, 2000, as amended from time to time. In case of raising of funds through issuance of IDRs by financial/banking companies having presence in India, either through a branch or subsidiary, the PRIOR approval of the sectoral regulator(s) should be obtained before the issuance of IDRs.

Investment by Persons resident in India / FIIs / NRIs in IDRs
The FEMA Regulations shall not be applicable to persons resident in India as defined under section 2(v) of FEMA, 1999, for investing in IDRs and subsequent transfer arising out of transaction on a recognized Stock Exchange in India. Foreign Institutional Investors (FIIs) including SEBI approved sub-accounts of the FIIs, registered with SEBI and Non-Resident Indians (NRIs) may also invest, purchase, hold and transfer IDRs of eligible companies resident outside India and issued in the Indian capital market, subject to the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 notified vide Notification No. FEMA 20 / 2000-RB dated May 3, 2000, as amended from time to time. Further, NRIs are allowed to invest in the IDRs out of funds held in their NRE / FCNR(B) account, maintained with an Authorised Dealer / Authorised bank.
Fungibility
Automatic fungibility of IDRs is not permitted.
Period of redemption
IDRs shall not be redeemable into underlying equity shares before the expiry of 1 year period from the date of issue of the IDRs.
Procedure for transfer and redemption of IDRs

At the time of redemption / conversion of IDRs into underlying shares, the Indian holders (persons resident in India) of IDRs shall comply with the provisions of the Foreign Exchange Management (Transfer or Issue of Any Foreign Security) Regulations, 2004 notified vide Notification No. FEMA 120 / RB-2004 dated July 7 2004, as amended from time to time. Accordingly, the following guidelines shall be followed, on redemption of IDRs:

1. Listed Indian companies may either sell or continue to hold the underlying shares subject to the terms and conditions as per Regulations 6B and 7 of Notification No. FEMA 120/RB-2004 dated July 7, 2004, as amended from time to time.
2. Indian Mutual Funds, registered with SEBI may either sell or continue to hold the underlying shares subject to the terms and conditions as per Regulation 6C of Notification No. FEMA 120/RB-2004 dated July 7, 2004, as amended from time to time.
3. Other persons resident in India including resident individuals are allowed to hold the underlying shares only for the purpose of sale within a period of 30 days from the date of conversion of the IDRs into underlying shares.
4. The FEMA provisions shall not apply to the holding of the underlying shares, on redemption of IDRs by the FIIs including SEBI approved sub-accounts of the FIIs and NRIs.

Others

The proceeds of the issue of IDRs shall be immediately repatriated outside India by the eligible companies issuing such IDRs. The IDRs issued shall be denominated in Indian Rupees.

Source: RBI/2009-10/106 A.P. (DIR Series) Circular No. 05 dated 22nd July 2009

LLP Press Note on applicability of Income Tax on LLP similar to general Partnership effective 1st April 2010

Taxation of Limited Liability Partnership like General Partnerships effective from 1st April 2010-LLP Press Note 2009

Since the taxation related matters in India are provided under Tax Laws, the taxation of LLPs was not provided in the Limited Liability Partnership (LLP) Act, 2008. The Finance Bill, 2009 has made provisions in this regard, pursuant to which the taxation scheme of LLPs has been proposed to be introduced in the Income Tax Act.  The amendments shall be effective from the 1st day of April 2010 i.e. assessment year 2010-11.  Find details of the notification in http://www.lawlabz.com/blog.html

Source: Press Note No.1/16/2007-CL.V dated 10/07/2009 on Taxation of Limited Liability Partnerships

Thank you all for making 1st year celebrations of Lawlabz & Learnlabz wonderful, thanks again for all the well wishes...

Yes Gurus, Professionals, Well wishers, Friends… A sincere thanks to every one of you who has helped us to make the 1st year celebration of Lawlabz, Learnlabz and OnlyThisMuch a grand one either in person or by proxy (wishes).

Further, we would like to place special thanks to our Parents who graced this occasion and LawLabz clients, LearnLabz Gurus and Company Secretary students.

It was indeed a very big experience to pass through an year with all your support and expecting your well wishes as ever. We would love to produce our best solutions to Xperiment, Xcel!!!

For those, who are impracticable to be physically present, do relish this:

http://www.lawlabz.com Photos Link

Thanks again by ANS Vijay & Team

GDR holder is not a member until transfer or redemption, neither Overseas Depository Bank is a nominee or beneficial owner – MCA clarification

Ministry of Corporate Affairs (MCA) vide its General Circular No. 1/2009 [No.17/67/2009 CL-V] dated 16th June 2009 has clarified that a Global Depository Receipt (GDR) holder is NOT a member as,

• Under Section 41(1) & 41(2) of Companies Act, 1956, a GDR holders name is neither entered as Subscriber to Memorandum (MoA) nor in Register of Members (RoM)
• Under Section 41(3) of Companies Act, 1956, a Overseas Depository Bank under GDR is neither a Depository (as per Depositories Act, 1996) nor holds share as a Beneficial Owner (BO).

Thus, holder of GDR may become a Member only on Transfer or Redemption into Underlying Equity Shares.  Though the underlying shares on transfer/redemption is allotted to Overseas Depository Bank, it canNOT be considered as Nominee of GDR holder for the purpose of Section 41 & 42 of Companies Act, 1956

No Delivery Period for all corporate actions of demat securities, SEBI amends

SEBI vide circular no. SEBI/CFD/DIL/LA/1/2009/24/04 dated April 24, 2009 has reduced the notice period from companies to stock exchanges to atleast 7 working days for all types of corporate actions.

It is decided to do away with ‘no-delivery period’ for all types of corporate actions in respect of the scrips which are traded in the compulsory dematerialised mode and accordingly, short deliveries, if any, of the shares traded on cum-basis may be directly closed out.

In case of such direct close-out, the mark-up price would be as stated in SEBI circular no. SMD/POLICY/Cir-08/2002 dated April 16, 2002.

Source: Abolition of no-delivery period for all types of corporate actions vide MRD/DoP/SE/Cir-07/2009 dated July 21, 2009

New Clause 28A in equity listing agreement restricting shares with superior rights to voting/dividend

Yes,

The following clause is inserted under Equity Listing Agreement,

“28A. The company agrees that it shall not issue shares in any manner which may confer on any person, superior rights as to voting or dividend vis-à-vis the rights on equity shares that are already listed. "

 

Thus, now Joint Ventures (JV) and Foreign Collaboration agreements with listed company shall observe cautions!!!

 

Source: Amendments to the Equity Listing Agreement

SEBI/CFD/DIL/LA/2/2009/21/7 dated July 21, 2009

[Labz] 1st Anniversary Celebrations, expecting your presence!!!

Yes YOU,

 

Many a thanks for your tremendous support and overwhelming response to LawLabz & LearnLabz as a Corporate & Secretarial Service Provider, Professional Educational Institute & OnlyThisMuch books.

 

I know you will treat this as my personal invite and grace our FIRST anniversary celebrations at LawLabz Consultancy (P) Ltd @ 128, Veeraperumal Koil Street, Mylapore, Chennai.  Any assistance, am at your service from +91 93829 35598.  PFA the Invitation.

 

Its YOUR presence which can satisfy our hearts and make the function grand!

 

Expecting YOU @ Labz.

 

Thanks once again...
--
A.N.S. VIJAY
Trezrrr...Every Pulsss...
http://yehseeyes.blogspot.com
 http://www.lawlabz.com

LawLabz celebrates its 1st Anniversary Celebrations, expecting your earnest presence!!!

LAW LABZ Consultancy Private Limited

360^O CORPORATE & SECRETARIAL SOLUTIONS

Invites YOU for its

1^ST ANNIVERSARY CELEBRATIONS

 

 

We invite ALL our Gurus, Well wishers, Guides, fellow Professionals, Students for our 1st Anniversary Celebrations,

 

VENUE: Law Labz, 128 Veeraperumal Koil Street, Mylapore, Chennai. M:9382935598

DATE: 26^th day of July 2009 (Sunday)

TIME: 0530 TO 0730 PM

 

We take this opportunity to thank our guiding Professionals and all our clients for having trust and faith in us and providing us with such wonderful opportunities to not only undertake Due Diligences, Incorporations, opinions on FEMA, Company Law, Securities laws, trust formation etc… but also make us a part of their families and corporates.  We would like to thank Mr.M.R.Venkatesh and Mrs.Shanthi for being our core strength and such amazing mentors.

 

We are obliged to extend our thanks to Learn Labz faculties & Company Secretary students for 3 Successful regular batches, 4 Successful weekend Crash batches & proving a record result of over 60% marks in every subject. We would like to thank Mr.Giridharan, Mr.Bhaskar and Mr.Sai Sunder for their involvement & dedication and they are sole reasons for LearnLabz to be successful.

 

We would like to thank you for your resounding response for our in-house book, the 2^nd edition "ONLY THIS MUCH" for CS Executive Programme on Company, Economic & Labour laws and Securities Law, by helping us to achieve a sale of 500 copies within 2 months of hitting bookstores.  We thank you once again for the advanced orders received for CS Professional Programme book, which is Coming Soon!!!

 

Believe us, its mere paucity of time and space to make this invitation short at such a shorter notice.  You are always in our minds.  We believe you will treat this as a personal invitation and grace this wonderful occasion to boost us to grow together reaching the heights of quality & professionalism by giving 360^O solutions to Xperiment, Xcel!!!

 

                                                                                                                       A.N.S Vijay                Company Secretary

 

One day Anchor investors for 30 day lock in, include convertible instruments period for offer for sale & listing in stock exchanges with nation wide terminals - SEBI DIP amended

Source: http://www.sebi.gov.in//circulars/2009/cfdcir362009.pdf

Compulsory listing of IPO on at least one stock exchange with nationwide trading terminals

It has been decided to amend clause 2.1.4 of the SEBI (DIP) Guidelines to provide that an unlisted company making an IPO shall list the securities being issued through the IPO on at least one stock exchange having nationwide trading terminals.

Convertible Equity shares considered eligible for offer for sale

A shareholder can make an offer for sale of the equity shares if such equity shares have been held for a period of at least one year as on the date of filing the draft offer document with SEBI.  It has been decided to amend clause 4.14.2 of the SEBI (DIP) Guidelines to provide that in case equity shares which are received on conversion of fully paid compulsorily convertible securities, including depository receipts, are being offered for sale, the holding period of such convertible securities as well as that of resultant equity shares together shall be considered for the purpose of calculation of the eligibility period.

Introduction of concept of Anchor Investor in public issues through book building route

In clause 11.3.5 after sub-clause (iia), the following sub clause (iib) shall be inserted :-

Out of the portion available for allocation to Qualified Institutional Buyers (QIB) under sub-clause (i) or (ii) or any proviso thereof, as the case may be, UPTO 30% may be allocated to Anchor Investors subject to the following:
a) Anchor Investors shall necessarily be Qualified Institutional Buyers (QIB) as defined in these guidelines.
b) The minimum application size by an Anchor Investor shall be Rs.10 crores.
c) One-third (1/3rd) of the Anchor Investor portion shall be reserved for domestic mutual funds (MF).
d) The bidding for Anchor Investors shall open one day before the issue opens and shall be completed on the SAME day.
e) Allocation to Anchor Investors shall be on a discretionary basis subject to minimum number of 2 investors for allocation of upto Rs.250 crores and 5 investors for allocation of more than Rs.250 crores.
f) The number of shares allocated to Anchor Investors and the price at which the allocation is made, shall be made available in public domain by the merchant banker before opening of the issue.
g) Anchor Investors shall pay a margin of at least 25% on application with the balance to be paid within 2 days of the date of closure of the issue.

h) If the price fixed for the public issue through book building process is higher than the price at which the allocation is made to Anchor Investors, the additional amount shall be paid by the Anchor Investors. However, if the price fixed for public issue is lower than the price at which the allocation is made to Anchor Investors, difference shall not be payable to the Anchor Investors.
i) There shall be a lock-in of 30 days on the shares allotted to the Anchor Investors from the date of allotment in the public issue.
j) No person related to the book running lead managers/ promoters/promoter group in the concerned public issue or the book running lead managers to the concerned public issue can apply under Anchor Investor category.
k) The parameters for selection of Anchor Investors shall be clearly identified by the merchant banker and shall be available as part of records of the merchant banker for inspection by SEBI.
l) The applications made by Qualified Institutional Buyers under Anchor Investor category and under Non Anchor Investor category may not be considered as multiple applications.

Click here for the Applicability of the Guidelines

Download the amended SEBI DIP Guidelines, 2000 as on date

go for Company Secretary Moot court, case published by ICSI for 2009, its at chennai now

Yes, the ICSI mooting begins now…. Moot Court includes drafting briefs (Court Papers) and participating in oral arguments (Pleadings) in a SIMULATED Court/Tribunal environment with 2 speakers & 2 researchers in a team arguing on both the sides of the case.  It really helps to improve the Advocacy & Presentation skills of the participant.  Further, it adds value to your CS Professional Program paper on DRAFTING, APPEARANCES & PLEADINGS.  Its worth to attend and interesting to particpate and exciting to win… Enjoy participatin…

The winning team of the Moot Court Competition will receive the rolling shield in the 37^th National Convention of Company Secretaries scheduled to be held from 5^th – 7^th November, 2009 at Hyderabad.

Start Researching now,

1. 7th All India ICSI Moot 2009 - Rules.pdf

2. 7th All India ICSI Moot 2009 - Problem

3. Bombay High Court Rules.zip

The expert team from Surana & Surana International Attorneys will be visiting all the four Regional Offices (subject to the minimum number of teams) of Institute of Company Secretaries of India to conduct the Regional Level Competition as per the schedule mentioned below:  

Round	Dates				Venue
	Orientation  (Friday)	Preliminary Rounds  (Saturday)	Semi-Final& Final rounds (Sunday)	Send  Registration  Form by
East	7 August 2009	8 August 2009	9 August 2009	28 July 2009	ICSI-EIRC Building    3-A,  Ahiripukur I Lane Kolkatta – 700 019  Ph: 033-2281 6541 / 2283 2973
North	21 August 2009	22 August 2009	23  August 2009	28 July 2009	ICSI-NIRC Building Plot No.4, Prasad Nagar, Institutional Area, Rajendra Place , New Delhi -110 005 Ph: 011- 2576 3090 /2576 7190
South	14 August 2009	15 August 2009	16  August 2009	28 July 2009	ICSI-SIRC House, Old No.4, New No.9,  Wheat Crofts Road   Nungambakkam, Chennai – 600 034 Ph: 044-28279898 / 28268685
West	28 August 2009	29 August 2009	30  August 2009	28 July 2009	ICSI 13, Jolly Maker Chambers,  No.II (1st Floor), Nariman Point,  Mumbai – 400 021. Ph: 022-2202 1826 / 2284 4073
National @ Chennai	4 Sep. 2009	5 Sep.2009	6 Sep.2009	-	ICSI-SIRC House, Old No.4, New No.9,  Wheat Crofts Road   Nungambakkam, Chennai – 600 034 Ph: 044-28279898 / 28268685

Details in http://www.icsi.edu/siro/7Mootcourt.htm

Enjoy mootin…

FII,FVCI,MF,Brokers & Custodians revised fee structure SEBI regulations w.e.f 1st July 2009

SEBI hereby makes the Securities and Exchange Board of India (Payment of Fees) (Amendment) Regulations, 2009 to further amend the Securities and Exchange Board of India (Custodian of Securities) Regulations, 1996, the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, the Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000, the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 and the Securities and Exchange Board of India (Stock Brokers and Sub-Brokers) Regulations, 1992.

 

Click here for the amended fees structure:

No. LAD-NRO/GN/2009-10/11/167759 dated 29th June 2009

No entry load for all Mutual Fund (MF) scheme,all expenses out of 1% Exit load & disclosure of all commissions to distributors from 1st August 2009

SEBI Mutual Fund amendments

a) There shall be no entry load for all mutual fund schemes.
b) The scheme application forms shall carry a suitable disclosure to the effect that the upfront commission to distributors will be paid by the investor directly to the distributor, based on his assessment of various factors including the service rendered by the distributor.
c) Of the exit load or Contingent Deferred Sales Charge (CDSC) charged to the investor, a maximum of 1% of the redemption proceeds shall be maintained in a separate account which can be used by the Asset Management Company (AMC) to pay commissions to the distributor and to take care of other marketing and selling expenses. Any balance shall be credited to the scheme immediately.
d) The distributors should disclose all the commissions (in the form of trail commission or any other mode) payable to them for the different competing schemes of various mutual funds from amongst which the scheme is being recommended to the investor. [Regulation 77 of SEBI (Mutual Funds) Regulations, 1996]

AMCs shall follow the provisions pertaining in clause 5(2)(b) of SEBI Circular SEBI/IMD/CIR No. 5/126096/08 dated May 23, 2008 regarding updation of Scheme Information Document (SID) and Key Information Memorandum (KIM) in this respect.

Applicability
This circular shall be applicable for
a. Investments in mutual fund schemes (including additional purchases and switch-in to a scheme from other schemes) with effect from August 1, 2009 ;
b. Redemptions from mutual fund schemes (including switch-out from other schemes) with effect from August 1, 2009 ;
c. New mutual fund schemes launched on and after August 1, 2009; and
d. Systematic Investment Plans (SIP) registered on or after August 1, 2009.

Source: Mutual Funds - Empowering investors through transparency in payment of commission and load structure

Relevant Existing provisions

1. SEBI had earlier abolished initial issue expenses and mutual fund schemes were allowed to recover expenses connected with sales and distribution through entry load only. Further, investors making direct applications to the mutual funds were exempted
from entry load.
2. In terms of existing arrangement, though the investor pays for the services rendered by the mutual fund distributors, distributors are remunerated by Asset Management Companies (AMCs) from loads deducted from the invested amounts or the redemption proceeds. SEBI (Mutual Funds) Regulations, 1996 also permit AMCs to charge the scheme (under the annual recurring expense) for marketing and selling expenses including distributor’s commission.
3. Further, all loads including Contingent Deferred Sales Charge (CDSC) for the scheme are maintained in a separate account and this amount is used by the AMCs to pay commissions to the distributors and to take care of other marketing and selling expenses. It has been left to the AMCs to credit any surplus in this
account to the scheme, whenever felt appropriate. In order to incentivise long term investors it is considered necessary that exit loads/CDSCs which are beyond reasonable levels are credited to the scheme immediately.

SEBI/IMD/CIR No. 4/ 168230/09 dated 30th June 2009

 

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USD 1 million for Foreign Venture Capitals (FVCI) as firm commitment to apply for SEBI registration now

IMD/DOF-1/FVCI/CIR. No. 1/2009 dated 3rd July 2009

All applicants desirous of registering with SEBI as the Foreign Venture Capital Investors (FVCI), henceforth, shall obtain firm commitment from their investors for contribution of an amount of at least USD 1 million [1,000,000 $] at the time of submission of applications seeking registration as FVCIs as per SEBI (Foreign Venture Capital Investors) Regulations, 2000.

 

Kindly note, existing Regulation 11(3) of the SEBI (Venture Capital Funds) Regulations, 1996 [Domestic VCF Regulations] requires firm commitment from the investors for contribution of an amount of at least rupees five crores before the start of operations by the venture capital fund.

 

Source: Firm commitment requirement for registration as Foreign Venture Capital Investors

 

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Within 12 months of Export of Goods and Software, Realise & Repatriate export Proceeds till 30th June 2010 now - RBI liberalises

Attention of Authorised Dealer Category-I (AD Category-I) banks is invited to A.P.(DIR Series) Circular No.50 dated June 5, 2008, enhancing the period of realisation and repatriation to India of the amount representing the full export value of goods or software exported, from six months to twelve months from the date of export, subject to review after one year.

2. The issue has since been reviewed and it has been decided in consultation with Government of India to extend the above relaxation for a further period of one year i.e. up to June 30, 2010, subject to review.

3. The provisions in regard to period of realisation and repatriation to India of the full export value of goods or software exported by a unit situated in Special Economic Zone (SEZ) as well as exports made to warehouses established outside India remains unchanged.

Source: RBI/2008-09/ 516 A.P. (DIR Series) Circular No.70 dated 30th July 2009

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Violation of ECB provisions mandates RBI approval route, instead of automatic route & SEZ can avail for devlopment now

Attention of Authorized Dealer Category - I (AD Category - I) banks is invited to the A.P. (DIR Series) Circular No. 46 dated January 2, 2009 relating to External Commercial Borrowings (ECB).

On a review, it has been decided to modify some aspects of the ECB policy vide RBI/2008-09/517 A.P. (DIR Series) Circular No.71 dated 30th June 2009 as indicated below:

(i) ECB for Integrated Township
As per the extant policy, corporates, engaged in the development of integrated township, as defined in Press Note 3 (2002 Series) dated January 04, 2002, issued by DIPP, Ministry of Commerce & Industry, Government of India are permitted to avail of ECB, under the Approval route, until June 2009 [which is extended to 31st December 2009], still under RBI approval route.

(ii) ECB for NBFC sector
As per the current ECB norms, Non-Banking Finance Companies (NBFCs), which are exclusively involved in financing of the infrastructure sector, are permitted to avail of ECBs from multilateral / regional financial institutions and Government owned development financial institutions for on-lending to the borrowers in the infrastructure sector under the Approval route, subject, inter-alia, to the condition that the direct lending portfolio of these lenders vis-à-vis their total ECB lending to NBFCs, at any point of time, should not be less than 3:1 [the ratio is dispensed from 1st July 2009], still under RBI approval route.

(iii) ECB for Development of Special Economic Zone
As per the extant guidelines, ECB is permissible for the Infrastructure sector, which is defined as (i) power, (ii) telecommunication, (iii) railways, (iv) road including bridges, (v) sea port and airport, (vi) industrial parks, (vii) urban infrastructure (water supply, sanitation and sewage projects) and (viii) mining, refining and exploration. Further, units in the Special Economic Zone (SEZ) are also permitted to access ECBs for their own requirements. However, ECB is not permissible for the development of SEZ. It has now been decided to allow SEZ developers also to avail of ECB under the Approval route for providing infrastructure facilities, as defined in the ECB policy, within the SEZ. However, ECB shall not be permissible for development of integrated township and commercial real estate within the SEZ.

(iv) Corporates under Investigation
Currently, the ECB policy is not explicit about accessing of ECB by the corporates, which have violated the extant ECB policy and are under investigation by the Reserve Bank and / or Directorate of Enforcement. It is clarified that corporates, which have violated the extant ECB policy and are under investigation by Reserve Bank and / or by Directorate of Enforcement, will not be allowed to access the Automatic route for ECB. Any request by such corporates for ECB will be examined under the Approval route.

Click here to read all about External Commercial Borrowings

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CLB till Tribunal (NCLT) is constituted under Companies Act for LLP’s as per the amendment rules

LLP (Amendment) Rules, 2009 vide S.O. 385 (E) & 386 (E) dated 4th June 2009 with immediate effect.

 

Rule 32 of LLP Rules, 2009 stands as under:

32 (1) The Registrar shall, on conversion of a firm, private company or an unlisted public company into limited liability partnership, issue a Certificate of Registration under his seal in Form 19.

(2) In the event, Registrar has refused the registration, the applicant firm or private company or unlisted public company, as the case may be, may apply to the Tribunal within sixty days from the date of receipt of such intimation of refusal.

LLP (Amendment) Rules, 2009 has inserted a provisio here,

Provided that until the Tribunal (NCLT) is constituted under Companies Act, 1956 the application under this sub-rule may be made to Company Law Board (CLB).

 

The similar provisio is inserted in Schedules II, III & IV to Limited Liability Partnership Act, 2008  under Paragraph 7, 5 & 6 wherever the word “Tribunal” occurs.

 

Understand all LLP updates here.

Convert any form of business into LLP now, provisions notified w.e.f 31st May 2009

Notification of Sections 55 to 58, Second Schedule, Third Schedule and Fourth Schedule (II, III & IV) – LLP Act, 2008

Notification of Rules 32 and 33 and Rules 38 to 40 – LLP Rules, 2009

 

As you are aware of Limited Liability Partnership (LLP) law in India as on 1st April 2009 in India where Conversion into an LLP were not notified.

 

Now, MCA has notified S.O. 1323 (E) & S.O. 1324 (E) dated 22nd May 2009 has notified the following provisions w.e.f 31st May 2009 regarding,

• Conversion of Partnership Firm into LLP
• Conversion of Private Limited Company into LLP
• Conversion of Unlisted Public Limited Company into LLP

Thus e-forms 14, 17 & 19 dealing with such conversion as provided in Limited Liability Partnership Rules, 2009 stand notified.

 

Understand all LLP updates here.