Presentation by CA. Sudha G. Bhushan on Cross Border Transactions
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This document provides a summary of the Chairman's Communique section of a monthly journal for corporate executives and professionals published by the Western India Regional Council of the Institute of Company Secretaries of India. The Chairman discusses initiatives undertaken by the WIRC in the past month, including high-profile events, increased professional development programs, new student centers, and efforts to increase the visibility of the Institute. Challenges around infrastructure and student services are acknowledged. Regulatory changes impacting businesses are also summarized, including the Union Budget. Members are encouraged to provide suggestions to help achieve the theme of "Educate, Empower & Execute" for 2012.
![LEGAL WORLD
Case Laws
CASE LAWS AT A GLANCE
CS Ajay Kumar, Practising Company Secretary, Mumbai
1. AMALGAMATION THERE IS NO QUORUM – SECTION 186
A Petition was filed by Petitioner i.e., transferee Where impractability for holding extraordinary general
company, seeking an order for amalgamation and meeting arises in a company having just two members,
a declaration to effect that it was binding on both one of whom is not available as his whereabouts have
transferee company and transferor company and also become unknown, even one member is competent to
on their respective shareholders and creditors. Reply call extraordinary general meeting and the Petitioner is
affidavit was filed by Regional Director, Ministry of entitled to a direction of the Company Law Board for
Corporate Affairs, pursuant to section 394A. Official calling the meeting in terms of section 186 – RANJEET
Liquidator also submitted his reply affidavit wherein KUMAR MISHRA V. CHINNMASTIKA ESTATES
it was stated that Transferee Company would continue (P.) LTD. [2011] 101 CLA 441 (CLB)
to exist and there would be no dissolution of company
consequent to sanction of scheme. 4. CAN MERE AVERMENT OF HOLDING SHARES
In such circumstances, it was only WITHOUT PROOF SHOWING PAYMENT
Transferor Company which was being HAVING BEEN MADE OF ALL CALLS
dissolved and amalgamated with IN RESPECT OF SHARES OFFERED BY
Petitioner. On facts, Petition seeking COMPANY ENTITLED PETITIONER TO
sanction of scheme of amalgamation FILE PETITION UNDER SECTION 397/398
was to be allowed with a direction to – SECTION 399 READ WITH SECTION
Petitioner that it would comply with all 397/398
statutory requirements in accordance One must be a member of the company and
with law. - NITIN LIFE SCIENCES have a right to apply under section 397/398
LTD. V. NITIN PHARMACEUTICALS in order to maintain a Petition under section
(P.) LTD. [2011] 108 SCL 67/11 335(HP) 399. A Petitioner fails to establish that he was
2. REGISTRATION OF CHARGES a member of the company as required under
Petitioners were directors of company section 399, the Petition filed by him is liable
“R” which had sold its machinery to to be dismissed, and a mere averment of
complainant/ Respondent Company holding certain shares in the Petition without
and sought financial assistance under filing any evidence would be nothing but a
hire purchase scheme. A complaint was misleading statement constituting abuse of
filed by Complainant Company alleging the process of Law. – SAMEER GOEL V.
that there was default in payment of hire charges and NIJINOY TRADING (P.) LTD. [2011] 101 CLA 428
Complainant Company invoked arbitration clause (CLB)
and obtained arbitration award, but while executing
5. SCHEME FILED BY MAJORITY OF SHAREHOLDER
award, it found that machinery was hypothecated with
WHERE CLAIMS OF SECURED CREDITORS
IDBI which had first charges over machinery. It was
alleged that Petitioners had fraudulently represented STAND SATISFIED OR ADJUDICATED – CAN
and deceived company that there was no charge over PETITION FOR REVIVAL BE CONTESTED ON
machinery and chartered accountant issued a no lien GROUND OF NON- FOLLOWING MANDATED
certificate. Petitioner filed instant Petition for quashing PROCEEDINGS IN SECTION 391/394 AND NOT
proceedings before Chief Metropolitan Magistrate DIRECTING SEPARATE MEETING TO BE HELD –
stating that under sections 125 and 126 charges were SECTION 391/394
already notified and complainant was deemed to
A scheme for revival of a sick company in liquidation is
have noticed such charges. Questions as to whether
filed by majority of shareholders themselves, and claims
complainant had knowledge of previous charge and
of secured creditors stand satisfied or adjudicated by
whether Petitioner had fraudulent intention for cheating
official liquidator, the Petition for revival cannot be
were matters for trial and, therefore, proceedings
contested on the ground that the procedure mandated in
were not to be interfered with and Petition was to be
sections 391 and 394 has not followed and meeting have
dismissed. M A SHIVAKUMARAN V. SUNDARAM
FINANCE LTD. [2011] 108 SCL 112/247 (MAD.) not been directed to be held, because such meetings are
unnecessary in such a case. – DABRIWALA STEELS
3. IMPRACTABILITY OF HOLDING – PETITION TO & ENGINEERING CO. LTD. (IN LIQUIDATION), IN
COMPANY LAW BOARD FOR DIRECTION TO RE., [2011] 101 CLA 62 (P & H)
ORDER MEETING TO BE CALLED EVEN THOUGH
“The successful always has a number of projects planned, to which he looks forward.
Anyone of them could change the course of his life overnight.” - Mark Caine
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![LEGAL WORLD
Circulars & Notifications
Circulars & Notifications
CS Piyush Bindal, Practising Company Secretary, Bhopal
SERVICE TAX conditions imposed by DGFT in the above notification
with immediate effect.
1. Toll in the nature of ‘user charge’ or ‘access fee’ paid
by roads users — regarding. 3. It is also requested to provide the details of all the
Circular No. 152/3 /2012-ST consignments of export of Cotton handed over to
Customs for export as of 2400 hrs. on 04-03-2012. This
Source: www.servicetax.gov.in report is required positively by 07-03-2012.
1. A representation has been received by the Board,
2. Ban on export of Cotton (Tariff Code 5201 and 5203)-
seeking clarification regarding leviability of service
regarding
tax on toll fee (hereinafter referred as ‘toll’) paid
Circular No. 07/2012-Customs
by users, for using the roads. The representation has
Source: www.cbec.gov.in
been examined.
1. Attention is invited to Board’s Circular No. 6/2012-Cus
2. Service tax is not leviable on toll paid by the users of
dated 06-03-2012 regarding imposition of ban on export
roads, including those roads constructed by a Special
of Cotton (TH 5201 and 5203) vide DGFT Notification
Purpose Vehicle (SPV) created under an agreement
No.102 (RE-2010)/2009-14 dated 05.03.2012.
between National Highway Authority of India (NHAI)
or a State Authority and the concessionaire (Public 2. In this regard DGFT has issued another Circular No.
Private Partnership Model, Build-Own/Operate- 58(RE-2010)/2009-14 dated 09-03-2012 to clarify that the
Transfer arrangement). ‘Tolls’ is a matter enumerated consignments of Cotton for which ‘Let Export Orders’
(serial number 59) in List-II (State List), in the Seventh have been issued by Customs authorities till 2400 hrs.
Schedule of the Constitution of India and the same is not on Sunday, 04-03-2012 will be outside the purview
covered by any of the taxable services at present. Tolls of the Notification No.102 (RE-2010)/2009-14 dated
collected under the PPP model by the SPV is collection 05.03.2012.
on own account and not on behalf of the person who has 3. Accordingly, Board desires that the field formations
made the land available for construction of the road. shall allow the export of consignments of Cotton (TH
3. However, if the SPV engages an independent entity 5201 and 5203) for which ‘Let Export Orders’ have
to collect toll from users on its behalf and a part of toll already been issued till 2400 hrs. on 04-03-2012.
collection is retained by that independent entity as 3. Ban on export of Cotton (Tariff Code 5201 and 5203) -
commission or is compensated in any other manner, regarding
service tax liability arises on such commission or Circular No. 08/2012-Customs
charges, under the Business Auxiliary Service [section Source: www.cbec.gov.in
65(105) (zzb) read with section 65(19) of the Finance Act, 1. Attention is invited to Board’s Circular No. 06/2012-
1994]. Cus dated 06-03-2012 and DGFT RE Notification No.102
4. Further, an SPV formed as a result of agreement between (RE-2010)/2009-14 dated 5th March, 2012 amending
NHAI or State Authority and the concessionaire under Notification no. 74(RE-2010)/2009-14 dated 12-09-2011
the BOT arrangement, cannot be considered as an imposing ban on export of cotton (Tariff code 5201 and
agent of the NHAI. Renting, leasing or licensing of 5203).
vacant land by the NHAI or State Authority to an SPV 2. DGFT vide Notification no. 106(RE-2010)/2009-14 dated
for construction of road and such construction do not 12th March, 2012 has withdrawn the earlier Notification
attract service tax. No. 102 imposing ban and now the export of Cotton
CUSTOMS is free subject to the condition “prior registration of
1. 1. Ban on export of Cotton (Tariff Code 5201 and Contract with DGFT”.
5203) - regarding 3. Considering the sensitivity of the issue the Board desires
Circular No.6/2012-Customs that the field formations should strictly monitor the
conditions imposed by DGFT in the above notification
Source: www.cbec.gov.in
with immediate effect.
1. Attention is invited to DGFT RE Notification No.102
(RE-2010)/2009-14 dated 5th March, 2012 amending CORPORATE LAW
Notification no. 74(RE-2010)/2009-14 dated 12-09-2011 1. Allotment of Director’s Identification Number (DIN)
imposing ban on export of cotton (Tariff code 5201 and under Companies Act, 1956.
5203). Accordingly – General Circular No. 4/2012
(i) Export of cotton [ITC(HS) Codes 5201 & 5203] has Source: www.mca.gov.in
been prohibited till further orders. In continuation of General Circular Nos. 32/2011 dated
(ii) Transitional arrangements will not be applicable 31.05.2011, 66/2011 dated 04.10.2011 and 70/2011 dated
for the export of cotton. 15/12/2011 on the subject cited above, The time for
filing form DIN-4 by DIN holders for furnishing PAN
(iii) Export against registration certificates already
and to update PAN details has been extended upto
issued will also not be allowed.
30.04.2012
2. Considering the sensitivity of the issue the Board desires
that the field formations should strictly monitor the 2. Registration of Companies or LLPs which have one of
“When you follow your bliss...doors will open where you would not have thought there would be doors;
and where there wouldn’t be a door for anyone else.” - Joseph Campbell
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![UNION BUDGET 2012-13
Indirect Taxes Budget Highlights - 2012-13
CS V. S. Datey, Nashik
Budget 2012-13 and Finance Bill, 2012 was presented before limit. Any intimation to Superintendent is not required.
Parliament on 16th March 2012. Self-adjustment of excess credit is not allowed on
Provisions relating to increase in standard rate of excise duty account of reasons like interpretation of law, taxability,
from 10% to 12% has become effective from 17-3-2012 (i.e. classification, valuation or applicability of any exemption
midnight of 16th March 2012). notification.
Service tax rate will be 12% (from present 10%) w.e.f. • Whenever there is change in effective rate of service
1-4-2012. tax or service tax is taxed for the first time, the date of
Changes in Cenvat Credit Rules, Point of Taxation Rules and payment shall be date of credit in bank account (Rule
Service Tax Rules will become effective from 1-4-2012. Other 2A of Point of Taxation Rules] This is to avoid the ‘tax
changes will become effective after enactment of Finance planning’ of getting pre-dated cheques to show receipt
Act, 2012. of payment earlier. Of course, now, cheque is valid only
for three months and hence this planning cannot be
Changes relating to negative list on service tax will become indefinite]
effective from a date to be notified after enactment of Finance
Act, 2012. • Service tax payable on receipt basis by all individual
and partnership firms (including LLP) upto turnover
The changes are summarised below. of ` 50 lakhs, if turnover of taxable services in respect
1. Service Tax of previous year (of the total entity and not individual
• Negative list of services - At present, service tax is unit) was below ` 50 lakhs [Fourth proviso to Rule 6(1)
payable on specified 117 taxable services. Now, serviced of Service Tax Rules inserted w.e.f. 1-4-2012]
tax will be payable on all taxable services, except those • No penalty if service tax and interest on renting of
specified in the negative list and excluding those for immovable property is paid within six months from date
which exemption has been granted. The provision will of enactment of Finance Act, 2012.
be effective from date to be notified after enactment of • One year time limit for issuance of show cause notice
Finance Act, 2012. for demand of service tax being increased to 18 months
• Service tax rate increased from 10% to 12% w.e.f. 1-4- [proposed amendment to section 73(1)]
2012. Thus, total rate will be 12.3% w.e.f. 1-4-2012. • It is provided that while giving follow up notices on same
• Service tax on works contract serviced payable @ 4.80% grounds, the grounds as given in earlier notice need not
plus 3% education cess w.e.f. 1-4-2012 be repeated. Only tax due and reference to earlier notice
• Service tax on air transport payable @ 12% on 40%, is sufficient [proposed section 73(1A)]
subject to condition of non-availment of Cenvat credit • Provision for compounding of offences [proposed
on inputs or capital goods [This means Cenvat credit of amendment to section 94(2)]
input service is available] (Notification No. 6/2012-ST 2. Cenvat Credit Rules
dated 17-3-2012].
• All the amendments are effective from 1-4-2012, except
• Service tax on repairs of roads has been exempted with otherwise specified.
retrospective effect from 16-6-2005 [proposed insertion
of section 97 to Finance Act, 1994 vide Finance Bill, 2012] • Following services are excluded from definition of ‘input
service’ only so far as they relate to a motor vehicle,
• Management, maintenance or repair of non-commercial which is not a capital goods – (a) Renting of a cab (b)
Government building exempted w.e.f. 16-6-2005 till the Supply of tangible goods. However, these services will
new provision relating to negative list of services comes be eligible as ‘input services’ if used for provision of
into effect [proposed insertion of section 98 to Finance taxable services for which Cenvat credit of motor vehicle
Act, 1994 vide Finance Bill, 2012] is available as capital goods [rule 2(l) clause (B) amended
• Textile dyeing units can form an association or registered w.e.f. 1-4-2012]
cooperative society which is engaged in treatment and • Following services are excluded from definition of ‘input
recycling of effluents. The project is set up with financial service’, except when used by (a) a manufacturer of a
assistance from Government. Services provided by motor vehicle in respect of a motor vehicle manufactured
such association or registered cooperative society to by him or (b) provided by general insurance company
its members are exempt from service tax – Notification [as specified in section 65(105) of the Finance Act],
No. 42/2011-ST dated 25-7-2011 (The words ‘registered in respect of a motor vehicle insured or reinsured by
cooperative society’ have been added w.e.f. 17-3-2012). him - (a) General Insurance Services (b) Motor vehicle
This notification is being given retrospective effect from related service (earlier termed as Authorised Service
16-6-2005, vide clause 145 of Finance Bill, 2012. Station service) [rule 2(l) clause (BA) inserted w.e.f. 1-4-
• Service tax on rail transport of goods (other than in 2012]. Note - There seems to be clear drafting mistake.
containers) deferred till 1-7-2012. Till 1-4-2012, general insurance services were allowable
• Invoice can be issued within 30 days [present limit 14 in all cases except where used for motor vehicle related
days] Banking company or Financial Institution can services. Now, they are not eligible except in aforesaid
issue invoice within 45 days [Rule 4A of Service Tax cases. This does not seem to be intention at all.
Rules amended] • Rule 5 of Central Excise Rules amended to provide
• Adjustment of service tax under rule 6(4B) of Service Tax simplified method for refund of unutilised Cenvat credit
Rules of excess tax paid can be without any monetary on account of exports [It should be clarified that refund
“Don’t give up. There are too many nay-sayers out there who will try to discourage you.
Don’t listen to them. The only one who can make you give up is yourself.”
8
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![UNION BUDGET 2012-13
Indirect Taxes
provision applies only if assessee has excess Cenvat • Differential excise duty is not payable on duty paid
credit. Otherwise, department is likely to take a view goods lying at depot or branches
that in case of all exports, assessee cannot utilise Cenvat • Merit goods were subject to 5% duty. This rate has been
credit for DTA sales and must go for refund procedure increased to 6%.
only]. • Rate of 1% imposed on 130 items in 2011 Budget has been
• Cenvat Credit allowable on excise duty paid on motor increased to 2% w.e.f. 17-3-2012 (if assessee does not avail
vehicles (except under heading Nos. 8702, 8702, 8704, Cenvat credit). However, in case of coal, fertilisers all
8711 and their chassis) to manufacturers. The excluded goods falling under chapter 31 (except those clearly not
chapter heads are relating to motor vehicles for transport to be used as fertilisers), articles of jewellery and mobile
of 10 or more persons (including driver), motor cars, handsets and cellular phones (under heading 8517), the
station wagons, tor vehicles for transport of goods and rate of duty will continue to be 1%, if assessee does not
motor cycles. avail Cenvat credit.
• The Cenvat credit of excise duty paid motor vehicles • Excise duty on branded readymade garments, made-
covered under headings 8702, 8703, 8704 and 8711 up articles and textiles will be payable @ 12% on ‘tariff
and their chassis is available only to specified service value’. The tariff value will be 30% of Retail Sale Price
providers e.g. Courier, Tour operator, Rent-a-cab scheme (RSP) w.e.f. 17-3-2012 [At present, it is payable @ 10%
operator, Cargo Handling Agency, Goods Transport on 45% of RSP] [Notification No. 20/2001-CE(NT) dated
agency, Outdoor caterer and Pandal or shamiana 30-4-2001 amended]. Thus, effective rate will be 3.6% of
contractor as per earlier provisions RSP plus education cess i.e. total 3.708%.
• In effect, Cenvat credit is available only in respect of • In case of readymade garments, provision for return
excise duty paid on tractors, special purpose motor of goods for rectification simplified [Notification No.
vehicles, work trucks, bicycles, baby carriages and 31/2011-CE amended]
trailers and parts and accessories of all motor vehicles to • Excise duty introduced on unbranded gold jewellery.
the manufacturers. Duty is payable on 30% of transaction value as ‘tariff
• Removal of capital goods after use as second hand or value’. SSI exemption will be available, considering the
scrap - ‘Amount’ payable on basis of Cenvat credit taken ‘tariff value’ for calculating the limit of ` 4.50 crores
as reduced @ 2.5% per quarter or on transaction value, [proviso to para 2(vii) of SSI exemption Notification No.
whichever is higher [Rule 3(5A) as amended w.e.f. 17-3- 8/2003-CE(NT) dated 1-3-2003 as amended w.e.f. 17-3-
2012] 2012.
• The ‘amount’ payable under rule 6(3) [where assessee • Excise duty is not payable on articles of jewellery
is manufacturer of excisable as well as exempt goods or manufactured from previous metal or old jewellery
provider of taxable as well as exempt services] has been supplied by the retail customer [Notification No.
increased from 5% to 6% w.e.f. 1-4-2012. 9/2012-CE(NT) dated 17-3-2012] [The wording
• Restriction of 20% on Cenvat credit on insurance of notification is incorrect. The notification can be
company removed [Rule 6(3C) omitted w.e.f. 1-4-2012] interpreted to mean that in case of such jewellery, excise
• Cenvat Credit of special additional duty (SAD) of 4% duty is payable on full value including value of material
can be transferred from one unit to other unit of same supplied by customer.
manufacturer [Rule 10A of Cenvat Credit Rules w.e.f. • There is full exemption on all unbranded articles of
1-4-2012] precious metals (which is not ‘gold jewellery’)
• Interest is not payable on wrongly taken Cenvat credit • Duty on branded as well as unbranded silver jewelley
if it was not utilised [Rule 14 amended] (very sensible has been exempted.
amendment indeed) • Return under CE (Removal of Goods at Concessional
• Inputs or capital goods need not be brought in the Rate of Duty for manufacture of Excisable Goods) to be
premises of service provider [Even otherwise, this was filed on quarterly basis.
not a practical provision. Further, the word ‘premises’ 4. Customs
were never defined. Thus, any place where assessee • While calculating customs duty, the education cess (2%)
is providing service would be ‘premises’ of service and SAHE cess (1%) would be payable only once i.e.
provider]. after basic customs duty and CVD but before Special
• Input Service Provider to distribute credit on following CVD [w.e.f. 17-3-2012]
basis - (a) Credit of service tax attributable to wholly • Duty free allowance under Baggage Rules has been
exempted goods or exempted services shall not be increased from ` 25,000 to ` 35,000 for adult passengers
distributed (b) In case of service tax attributable to a of Indian origin and from ` 10,000 to ` 15,000 for children
particular unit - directly to that unit (c) In case of common upto 10 years of age [change w.e.f. 17-3-2012]
input services - on basis of turnover of each unit [Rule 7
of Cenvat Credit Rules overhauled] • Cenvat Credit of special additional duty (SAD) of 4%
can be transferred from one unit to other unit of same
• Cenvat Credit Reversal not required if exempted taxable manufacturer [Rule 10A of Cenvat Credit Rules w.e.f.
service provided to SEZ - retrospective amendment 1-4-2012]
w.e.f. 16-6-2005 [clause 144 of Finance Bill, 2012]]
• Importer of specified goods has to submit declaration
3. Central Excise where goods will be sold for first time after import and
• Standard Central Excise duty rate (except in case of VAT registration number [change w.e.f. 1-5-2012]
petroleum products) has been increased from 10% to • Provision is being made for ‘air freight station’ (like ICD
12% from 17-3-2012 (i.e. midnight of 16th March 2012) or CFS) (to be effective after enactment of Finance Bill,
[Notification No. 18/2003-CE dated 17-2-2012]. 2012]
“When I am asked to pay a price, I ask myself, “Is this end result really worth what I must give up to obtain it?
Will I in the end be truly happier…truly stronger…truly a better individual?”
When the answer is an unqualified YES, then I willingly pay the price.” - Thomas D. Willhite 9
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![SEBI law & Capital market
Offer for sale by promoters through stock
exchange mechanism (OFS) – A welcome move
CS Yogesh Chande, Advocate, Mumbai
Background 6. Sellers are obliged to make an announcement of their
The Securities and Exchange Board of India (SEBI) by a intention to sell the shares, at least one clear trading
circular dated 1 February 2012 1 (Circular), has permitted the day [and not one trading day]4 prior to the opening
Bombay Stock Exchange Limited (BSE) and National Stock of the OFS. The announcement should contain
Exchange of India Limited (Stock Exchanges) to provide a information prescribed in the Circular5 . Advertisement
separate window i.e. apart from the existing trading system pertaining to the OFS can be made only after the
for the normal market segment, to facilitate promoters of announcement / notice of OFS has been made. Contents
listed companies to dilute/offload their holding in listed of the advertisement should be consistent with the
companies in a transparent manner with wider participation. announcement / notice issued to the Stock Exchanges.
This was approved at the board meeting of SEBI held on 7. All expenses relating to the OFS will have to be borne by
3 January, 2012. the Sellers6 .
Following are the salient features of the Circular 8. Sellers are required to appoint broker(s) for the purpose
1. Promoter / promoter group entities (Sellers) (that are of OFS. Same broker is permitted to carry out the buy
eligible for trading) of listed companies which are transaction on behalf of the buyer(s).
required to comply with minimum public shareholding 9. Sellers have an option to declare a floor price, either in
requirements2 in terms of Securities Contracts the announcement or in a sealed envelope to Designation
(Regulation) Rules, 1957 can avail the OFS window. Stock Exchange (where the orders shall be placed) (DSE)
2. Sellers which belong to top 100 companies based on before opening of the OFS in which case, the floor price
average market capitalization of the last completed shall not be disclosed to anybody including the selling
quarter can also avail the OFS window to dilute their broker(s). The sealed envelope shall be opened by DSE
shareholding. only after the closure of the OFS and the floor price
shall be informed to the market. In case the floor price
3. The Sellers should not have purchased and/or sold is disclosed, no bids shall be accepted below the floor
the shares of the target company in 12 weeks prior3 price and no allocation will be made in case the bid is
to the OFS (Eligibility to sell). The Sellers will have to below the floor price.
undertake, not to purchase and/or sell shares of the
target company for a period of 12 weeks after the OFS. 10. Duration of the OFS cannot exceed one trading day
and the orders will have to be placed by the trading
4. All investors registered with the brokers of the Stock members (selling brokers) during trading hours7.
Exchanges, other than the Sellers, will be eligible to buy
the shares to be sold by the Sellers. 11. The order placement should be made through a separate
window for the purpose of OFS. The modalities of the
5. The minimum size of OFS should be as follows: order placement have been prescribed in clause 5(e) of
Minimum size of OFS / Paid-up share capital the Circular.
Dilution 12. There is no price band for orders/bids placed in the
1% of paid-up share More than Rs. 25 crore OFS.
capital, subject to a at closing price on the 13. Buyer(s) will have to pay 100% of the order value in
minimum of Rs. 25 crore specified date* cash up-front. Correspondingly, entire quantity of the
10% of paid-up share Less than Rs. 25 crore shares proposed to be sold will have to be deposited by
capital or such lesser at closing price on the the Sellers prior to the OFS as margin.
percentage so as to specified date*
achieve minimum public 14. Minimum of 25% of the shares offered is required to be
shareholding in a single reserved for mutual funds and insurance companies
tranche. subject to allocation methodology8. There is an option
as regards allocation methodology i.e. either on a
* Specified date means the last trading day of the last price priority basis (at multiple clearing price) or on
completed quarter. a proportionate basis at a single clearing price. No
1
and subsequent clarifications by circular dated 23 February 2012 and 27 February 2012
2
25%
3
It will have to be examined whether, this will include for example “inter-se” transfer of shares if any, between the promoters 4 i.e. T minus 2, T being the trade date
5
Clause 5(b) of the Circular
6
Section 77(2) of the Companies Act, 1956
7
Currently 9.15 am to 3.30 pm IST
8
Unsubscribed portion thereof can be made available to other bidders
16 “There are three ingredients in the good life: learning, earning and yearning.” - Christopher Morley
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![SEBI LAW & CAPITAL MARKET
Structured Products - An innovative instrument
While this is a simple structure, more complex structures
using quantitative strategies could be deployed, depending
on the risk profile of the investor to generate higher returns.
Investors and Issuers of structured products
As of now Structured products are privately placed and
typically offered to high net worth individuals. Sophisticated
structured products, depending upon the market conditions,
can be specially created for a set of clients.
The ticket size generally is Rs. 10 lakh upwards. Presently
only Financial Services companies like BoA Merrill Lynch,
Citicorp, Edelweiss and Kotak offer such products. They are
distributed by wealth management firms, typically foreign
and private sector banks to their high net worth clients.
One product could differ from the other based on its tenure,
participation rate and trigger conditions.
The benefits of structured products include:
• principal protection Securities which do not promise to return the principal
• Listing amount in full at the end of the tenor of the instrument,
• diversification benefits (if the product is linked to an i.e., ‘principal non-protected’ shall not be considered as
index or a basket of securities) debt securities under R.2(d) of SEBI (Issue and Listing of
Debt Securities) Regulations, 2008 and therefore will not
• reduced risk – capital protection be eligible for issue and listing under the said regulations
• tailor made to the risk appetite of the investor [“Guidelines”].
Disadvantages of structured products may include: “private placement” means an offer or invitation to less
than fifty persons to subscribe to the debt securities in terms
• credit risk - structured products could be unsecured of sub-section (3) of section 67 of the Companies Act, 1956
debt (1 of 1956);
• lack of liquidity - structured products rarely trade after Essential conditions to be complied by an Issuer to get its
issuance and anyone looking to sell a structured product debt securities listed on a issued on a private placement
before maturity should expect to sell it at a significant basis:
discount
• Minimum net worth of the Issuer - at least Rs.100cr.
• no daily pricing - structured products are priced on a
matrix, not net-asset-value. Matrix pricing is essentially • Investment restriction: Minimum of Rs. 10 Lakh per
a best-guess approach investor
• highly complex – difficulty in understanding the returns • Credit rating of debt securities - from at least one credit
rating agency registered with SEBI;
Regulations
• A detailed scenario analysis / valuation matrix showing
Considering the complex nature of these instruments value of the security under different market conditions
and being a relatively new investment alternative SEBI such as rising, stable and falling market conditions shall
has mandated the Issuers to comply with the following be disclosed in the offer document.
regulations/guidelines :
• Risk factors shall prominently state:
• The Securities and Exchange Board of India (Issue
and Listing of Debt Securities) Regulations, 2008 Securities are subject to model risk
(‘regulations”) In case of Principal / Capital protected market
• Guidelines for Issue and Listing of Structured products linked debentures, the principal amount is subject
/ Market Linked Debentures issued in accordance to the credit risk of the issuer
with SEBI circular no. Cir. /IMD/DF/17/2011 dated • Appointment of a third party valuation agency by the
September 28, 2011 (‘Guidelines”) Issuer - a credit rating agency registered with SEBI.
Key definitions • The debt securities proposed to be listed are only in
“debt securities” means a non-convertible debt securities dematerialized form
which create or acknowledge indebtedness, and include • Disclosures as specified in of the Regulations
debenture, bonds and such other securities of a body
corporate or any statutory body constituted by virtue of a • Continuous compliance with Listing agreement for debt
legislation, whether constituting a charge on the assets of securities
the body corporate or not, but excludes bonds issued by • Conclusion/Learning: While financial product
Government or such other bodies as may be specified by the innovations should be encouraged to have a vibrant
Board, security receipts and securitized debt instruments capital market, it is necessary that the same is wrapped
[“Regulations”]; within the robust regulatory framework.
“No one should negotiate their dreams. Dreams must be free to fly high. No government, no legislature,
has a right to limit your dreams. You should never agree to surrender your dreams.” - Jesse Jackson
19
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![CORPORATE law
Regularisation of Share Capital in a Company
CS Dilip Kumar Jain (Dr.), Practising Company Secretary, Indore
BRIEF PROVISIONS UNDER THE COMPANIES ACT, dividends governing two such classes of shares in which
1956 RELATING TO THE SHARE CAPITAL one class is given a preferential treatment over the other.
BASIC CHARACTER OF SHARE CAPITAL The effect of section 85 read with section 86 is that all share
capital which is not preference share capital is equity share
According to section 2(46) of the company’s act “share means capital and, for the purpose of being brought within the
share in share capital of a company and include stock except purview of preference share capital, the conditions to be
where a distinction between stock and shares is expressed satisfied are that as respects dividends, it carries or will
or implied”. carry a preferential right to be paid a fixed amount or at a
The Supreme Court of India approved the above definition fixed rate and as respects capital, it carries or will carry, on a
of shares in Commissioner of income tax v.Standard vacuum winding up or repayment of capital, a preferential right to be
oil company (1966) comp.Lj 187 (SC) and observed.”by repaid the amount of the capital paid. [Bihar State Financial
a share in a company is meant not any sum of money but Corporation v CIT (1976) 46 Comp Cas 155 (Pat)]
an interest measured by a sum of money and made up of Types of preference shares
diverse rights conferred on its holders by the articles of the
company which constitute a contract between him and the Preference shares may be classified into the various categories
company and may carry preferential rights as per the provisions of the
articles of the company.
In terms of the provisions of section 86 of the Companies
Act, 1956 the share capital of a company limited by shares is (i) Cumulative preference shares
of two kinds, namely:— (ii) Non-cumulative preference shares
(a) equity share capital (iii) Participating preference shares
(b) preference share capital. (iv) Non-participating preference shares
(v) Redeemable preference shares
Equity share capital means all such share capital, which is
not preference share capital. (vi) Convertible preference shares
EQUITY SHARE CAPITAL (vii) Non-convertible preference shares
Equity share capital and rights attached thereto Whether preference shareholder is counted for the purpose
of calculating 50 members under section 3 (1)(iii) of the
Section 86(a) of the Act provides that the equity share capital Act?
may be in two categories viz:—
It is felt that if the same person subscribes to both equity
(i) with voting rights; or and preference shares, such person will be treated as one
(ii) with differential rights as to dividend, voting or member and not two members provided all the particulars
otherwise in accordance with such rules and subject to furnished by the person subscribing to both preference and
such conditions as may be prescribed. equity share capital are same for the purpose of entering
PREFERENCE SHARE CAPITAL the details in the Register of Members as per section 150
of the Companies Act. It should also be noted that such
A company limited by shares may, if authorised by its persons’ name will be removed in case the preference shares
articles of association, issue preference shares. This means are redeemed and the total share holding of such person
that a public company or a private company may issue stands nullified alternatively in case the preference shares
preference shares only if, its articles authorise to do so. are converted into equity shares the fresh allotment will be
Basic requirements of the preference shares credited into such persons’ existing folio number and the
shareholding will stand increased. Preference shareholders
To qualify the preference share, it should fulfill the following are members within the meaning of the Act and will be
requirements namely:— counted for the purpose of calculating 50 members under
(a) that it carries or will carry a preferential right to be paid section 3(1)(iii) of the Act.
dividend of a fixed amount or at a fixed rate; and Period for redemption
(b) that it carries or will carry a preferential right to of preference shares
repayment of capital paid up where or not there is any Section 80(5A) of the
other preferential right. Act provides that
(c) the company must have equity shares with voting w.e.f. 1-3-1997, a
rights before issuance of preference shares, so that the company cannot issue
preference can be given on equity shares. preference shares
The Patna High Court has held that before there can be which is irredeemable
preference shares, there must be at least two classes of or redeemable after
the expiry period of
“Dreams are renewable. No matter what our age or condition, there are still untapped possibilities
20 within us and new beauty waiting to be born.” - Dale E. Turner
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![CORPORATE LAW
Regularisation of Share Capital in a Company
20 years from the • Subscribed: It is a part of the issued share capital, which
date of its issue. If has been subscribed by the public in case of a public
a company fails to limited company and includes shares purchased by the
comply with the vendors.
provisions of section • Called up: It is the sum of total amount called on all
80A, the company, shares comprised in the issued and subscribed capital.
and every officer of If the full value of the shares is called up on application
the company who is then the subscribed capital and called up capital will be
in default, shall be the same.
punishable with fine
which may extend to • Paid up: This consists of the amount actually paid
Rs. 10,000 for every up or credited as paid up on the shares subscribed.
day during which Share premium received on issuance of shares are
such default continues and every officer of the company in not considered in the paid up capital and hence, it is
default shall be punishable for a term which may extend to 3 separately shown as security premium account in the
years and shall also be liable to fine. reserves and surplus.
In Sahu Cylinders & Udyog (P) Ltd. v Registrar Companies • Uncalled: This is a part of the subscribed capital, which
(2007) 80 SCL 37 (Mad.), it was held that while consent of has not been called up but it may be called up in future.
Company Law Board (CLB) may have to be obtained by a • Reserved: It is that part of uncalled capital which
company for issuance of redeemable preference shares by company has decided to call on liquidation of the
virtue of stipulations contained in section 80A, it cannot company and is termed as reserved capital.
be said that such a consent should have been mandatorily
obtained in advance and in absence of any such prior consent, CERTIFICATE OF SHARES
any company can be wholly prevented from applying for Share certificate shall be prima facie evidence of the title
such consent after issuance of redeemable preference shares. of shares
Requirement for redemption of shares A certificate issued under the common seal of the company,
Section 80(1) provides conditions for redemption of specifying any shares held by any member, shall be prima
preference share which has to be complied with by a facie evidence of the title of the member to such shares. In
company:— case of Elias Masso v Skybiz India (P.) Ltd. (CLB), it was
held that only a prima facie opinion can be formed on the
(1) The preference shares shall be redeemed out of profits basis of a share certificate, it is not a conclusive proof of the
of the company, which would otherwise be available for title of the shares. No reliance can be placed on the share
distribution as dividend or out of the proceeds of a fresh certificates, which are not dated and do not bear company’s
issue of shares made for the purpose of redemption. common seal, issued to him in violation of section 84 read
(2) Only fully paid preference shares shall be redeemed. with rule 6 of the Companies (Issue of Share Certificates)
(3) The premium, if any, payable on redemption shall be Rules, 1960.
provided out of profits or out of the company's security Time limit for issuance of share certificates
premium account, before the shares are redeemed.
Every company pursuant to section 113 shall within 3 months
(4) Where any preference shares are redeemed out of of allotment of shares or debentures, issue certificates.
profits, a sum equivalent to the nominal value of the The certificates after registration of transfer, shall also be
shares redeemed shall be transferred to the capital delivered within 2 months. Under section 113 allotment
redemption reserve fund. of shares, which shall be the date on which the offer of
Presentation of the share capital in financial statements allotment of rights issues has been accepted by the petitioners
by depositing the amount, the company is bound to issue
A company has to disclose its share capital in the various share certificates within the period of three months. If share
statements and returns viz Annual Return, Balance Sheet, certificate is not issued within the period of three months
Forms and various applications to be submitted to various and if the company has not obtained the order of extension
authorities from time to time. It has to represent the status of period from the CLB for issuance of share certificates, the
of share capital as per requirements, which may be shown period of limitation commences for enforcement of rights for
as under: issuance of shares and consequently on completion of three
• Authorised: The capital clause of the Memorandum months from allotment of shares by the company period of
of Association of a company contains description of limitation for recovery of the amount shall commence under
the authorised share capital. This is the capital with article 47 of the Limitation Act, 1963. [Gurdino Jiwatram
which a company is to be registered originally or the Kukreja v Eastern Mining and Allied Industries Ltd. (2004)
increased authorised share capital as the case may be. 121 Comp Cas 762 (Gau)]
The company is required to pay adequate registration
Significance of issuance of shares certificates
fee to the concerned ROC.
The moment shares had been allotted, share certificates
• Issued: Issued capital is a part of the authorised capital,
signed and the shareholder's name is entered in the register
which is offered for subscription in form of shares of
maintained for the purpose, the person would become the
the company. It also includes share capital issued for
shareholder of the company irrespective of whether the
consideration otherwise than in cash.
person had received the share certificate or not. A share
“Don’t limit investing to the financial world. Invest something of yourself,
and you will be richly rewarded.” - Charles Schwab 21
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![CORPORATE GOVERNANCE
Regularisation of Share Capital in a Company
certificate is not a representation of continuing ownership COMMON IRREGULARITIES IN RELATION TO THE
as long as the certificate remains in existence. "The only SHARE CAPITAL OF A COMPANY
representation is that at the date of the certificate the person As above we have discussed the provisions of the companies
named therein was owner of the shares." [Per Romer, LJ Act, 1956 relating to the share capital and share certificates
in Rainford v James Keith & Blackman and Co Ltd (1905) in context with the small public limited and private limited
2 Ch 147, 154 (CA)] If therefore the owner of shares, A companies, which has been focused here. In the context
transfers his shares to B but retains the certificate and B is of the above said requirement, the followings are the non
registered by the company notwithstanding the absence compliances which are very commonly committed by the
of the certificate, whereupon A borrows from C pledging companies and the professionals and adopted as practice,
the original certificate C will have no remedy against the which are very dangerous in the context of the e-filing
company. [Longman v Tramways Ltd (1905) 1 Ch 646 (CA)] mechanism as well as the strict watch by exchequers and
Service of share certificates other regulating authorities, which needs to be considered
When a document is sent by post, service thereof should be and adequate steps is desirable from the corporate as well
deemed to be effective by properly addressing, prepaying as professional while discharging their obligations towards
and posting the letter containing the document. The the companies.
presumption, which had been raised under section 53, Acceptance of share application money in excess of the
was reputable and a shareholder might allege that he had authorized share capital
not been delivered the share certificate or that it was not
properly addressed. Section 113 only requires company to It is a very generally asked question is there any provision in the
keep certificates ready for delivery and does not impose an Companies Act, 1956 which authorize a company to accept, hold
obligation on company to deliver them. and retain and utilize
the proceeds received on
What is punishable under sub-section (2) of section 113 account of share capital
is non-delivery in accordance with the provision laid money, in the situation
down under section 53 of the certificates of shares within where the Company is
prescribed time. So, if the documents are posted within not having adequate
stipulated time, there would be compliance of section 113 authorized share capital
and there would not be any offence. [Jayaram (H.V.) v to accommodate the
Industrial Credit & Investment Corpn. of India Ltd. (2000) allotment of the shares
99 Comp Cas 341 (SC): (2000) 23 SCL 64 (SC)] In the case of for the share application
Herdilia Unimers Ltd. v Renu Jain (1998) 92 Comp Cas 841 money received?
(Raj), the registration receipt produced was bulk registered
receipt from which it was not evident whether it was sent to In fact there is
registered address and/or on the basis of a document, which no restriction on
was not complete in itself. acceptance of the share application money in excess of the
existing paid up capital and the amount of share capital
Stamping of share certificates received by a company can be hold and utilized for the
Every shares certificate shall be stamped in terms of the lawful business activities. However, as the company has
Stamp Act/Rules applicable at the place of execution and intention to make allotment of shares, whether at par or
issue, which is generally the place of registered office of the on premium, it is desirable to make absolute compliances,
company. and on the first increase the authorized share capital well in
Sealing and signing of certificates advances to justify its intention as well as must receive the
share application form completed in all respected including
Every share certificate shall be issued under the common
a copy of the PAN for each transaction along with the
seal of the company and shall be signed by two directors
amount of share application money showing the amount
or by persons acting on behalf of the directors under a duly
of premium and paid up value, whether the application is
registered power of attorney and by the secretary or some
being made for fully paid up or partly paid up shares.
other person appointed by the Board. If the composition of
the Board permits one of the two directors mentioned above Receipt of the amount by a company is always a matter
shall be other than the managing or whole time director, if of scrutiny by the assessing officer of the Income Tax
any. The directors may sign manually or their signature may Department and the Registrar of Companies, therefore,
be machine printed.. proper absolute procedure must be followed to justify the
same and to avoid the amount for addition in income.
Register for particulars of share certificates issued
Particulars of share certificates issued after allotment of
shares shall be entered in the Register of members. The
particulars of certificates issued in replacement of certificates
sub-divided or consolidated or damaged or lost will be
entered in the Renewed and Duplicate Share Certificates
Register. All the entries made in the said Registers shall
be authenticated by the Company Secretary or such other
person as may be appointed by the Board for sealing and
signing the share certificates. (To be continued.....)
“Let your life mean something. Become an inspiration to others so that they may try to do more and
22 to become more than they are today.” - Thomas D. Willhite
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![OTHER EMERGING AREAS
New Opportunities: India and
the KPO Industry
CS Jatin Popat, Practising Company Secretary, Mumbai
What is KPO? growth of outsourcing high-end processes to India.
Knowledge Process Outsourcing [KPO] is an umbrella term In today's competitive environment, the focus of an
for a professional ‘knowledge bank’ crossing various fields organisation is primarily concentrated on areas of core-
from legal, finance, accounts, tax, company law, compliances specialisation and core-competency, while the rest of the
to IPR and engineering of all types of services: IT & ITES, activities that require specialised knowledge, is outsourced
analytics, R&D, Architect, Designing, etc. to KPOs better suited to take care of these areas essential to
KPO, that targets senior level processes, is one step higher the smooth running of an organisation. Many companies
than BPO (Business Process Outsourcing) that mainly targets and organisations have come to realise that outsourcing
middle and junior level processes. In fact, the dispensing non-core activities is not only cost-effective and improves
of this specialised knowledge in any organisation can be efficiency, but also ensures the entire business grows as there
defined as a chain of high value-added processes where is concentrated focus on key areas of the business activity.
the achievement of these objectives is highly dependent The specialised knowledge that KPOs offer typically include
on the skills, domain knowledge and experience of the FPO (Finance Process Outsourcing), LPO (Legal Process
people carrying out the activity be it CAs, CS, Lawyers, Outsourcing) TPO (Tax Process Outsourcing) Research
Engineers or IT Engineers. Process Outsourcing (RPO),
With the outsourcing of such Analysis Process Outsourcing
high value-added process a (APO), Intellectual Property as
new business activity emerges, well as Patent-related services,
generally known as Knowledge Engineering Services, Web
Process Outsourcing. In fact, it Development application,
is the evolution and maturity CAD/CAM Applications,
of the Indian BPO sector that Business Research and
gave rise to yet another wave Analytics, Legal Research,
in the global outsourcing Clinical Research, Publishing,
scenario: Knowledge Process Market Research etc.
Outsourcing. The success In its annual publication
achieved by many overseas Strategic Review 2005,
companies in outsourcing the National Association
Business Process Operations of Software and Services
to India has encouraged many Companies (NASSCOM) [the
of the said companies to start Indian Chamber of Commerce
outsourcing their high-end that serves as an interface to the Indian Software industry],
knowledge work as well. had predicted that the high-end activity of the BPO industry,
These KPO business entities typically provide domain- Knowledge Process Outsourcing, could be worth $15.5
based processes, advanced analytical skills and business billion by 2010. According to NASSCOM’s 2010 report, the
expertise, rather than just process expertise. Therefore, the Knowledge Process Outsourcing industry was expected to
KPO Industry not only handles a larger amount of highly- reach USD 17 billion by 2010, of which USD 12 billion would
skilled work compared to the BPO Industry, but it also be outsourced to India. Another report predicted that India
derives its strength from a far greater depth of knowledge would capture more than 70 percent of the KPO sector by
that is required, in addition to wider experience and greater 2010. Apart from India, countries such as Russia, China, the
judgment that is fundamentally a contrast to a BPO that Czech Republic, Ireland, and Israel are also expected to join
concentrates more on size, volume and efficiency. Billing the KPO industry. The Industry is growing at a rate of more
rates for KPOs are higher at $30-45 per hour, compared to than 30% annually.
just $10-14 in the BPO business. In addition, the growth rate Market Experts Speak:
of the KPO industry will be 10% higher than that of the BPO
India’s Competitive Advantage:
sector. In a nut-shell, cost-saving, operational efficiency,
availability of and access to a highly-skilled talented “India still maintains the competitive advantage for
workforce and high-quality specialised services are all the providing, the combination of the most cost-effective and
underlying reasons that have contributed to the phenomenal high quality manpower - this is India's strength in the
“Many persons have a wrong idea of what constitutes true happiness.
It is not attained through self-gratification but through fidelity to a worthy purpose.”
23
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![OTHER EMERGING AREAS
New Opportunities: India and the KPO Industry
off-shoring business” - Achal Khanna, Country General
Manager, Kelly Services.
Skilled jobs and expertise of Doctors, Engineers, CAs
Architects etc.:
"Over the past year or two, the outsourcing industry
has been throwing up jobs for Doctors, Engineers, CAs,
Architects……Unlike the first wave which was more about
entering data and answering phone calls, these jobs involve
skill and expertise." - Jacob William of the Bangalore-based
Outsource2India, which employs 500 people and offers
Knowledge Process Outsourcing services in areas that
command the biggest business.
Talent is more affordable:
"Law firms in the US charge an average of $400-450 per hour,
and we do the same work for $75 to $100 an hour." - Kamlani,
an outsourcing provider in Bangalore.
KPO salaries 25-50% higher:
In fact, it is speculated that, in the Indian context, KPO
salaries could be 25-50 per cent higher than those offered in Costing, MIS and Analytics
the same domain to other experts such as engineers, doctors,
Financing: Budgeting/Funding/Banking Reporting
CAs, lawyers, architects, biotechnologists, economists,
statisticians and MBAs. Legal Matters: Contracts / Litigations
Opportunities for Professionals, including CS in Practice IPR Portfolio Management
and Employment Pay Roll: monthly
IT / ITes services have put India on the fast track in the Human Resource: recruitment, training, appraisals
global industry scenario, which includes a large portion
IT / ITes: strategy, software development, system
on the outsourcing concept. Similarly, as we have seen, for
improvements
many years our CS professional friends provide professional
advisory services, in addition to providing outsourcing/ Engineering: research, drawing/design, auto-cad
retainership services to SME / Mid-level companies in the In India, we still need multi-disciplinary firms under which
areas of company law, compliances, corporate governance various professionals can join hands to offer ‘Under One
matters. In the same way, professionals like CAs / lawyers Roof’ outsourcing services of knowledge to SME / Mid-size
/ engineers also provide similar professional advisory companies / Foreign company subsidiaries / Subsidiaries of
services, as well as need-based outsourcing services by way Large or Listed companies / NGOs / Trusts / Government
of retainership. Companies.
However, till recently, our professionals, other than IT Such an arrangement is a “win-win” model for professionals
professionals, did not consider such retainership services as well as companies. Companies can avail of high-end
as ‘outsourcing’, but it is now time to establish structured professional knowledge-based services “Under One Roof”
professional services for our profession as well as other which will facilitate faster and greater growth for the
professions. Such structured outsourcing services, including company which will also be law-compliant - all this at a
company law, compliances, corporate governance etc., reasonable cost to company. Often, our professional friends
are also covered under KPO services umbrella. In other in employment or CFOs responsibilities of overseeing a large
developed countries, such services are provided as number of companies / subsidiaries / foreign subsidiaries
outsourcing under corporate structure which employs many for overall compliances [including accounting / audits / tax
professionals such as CS, CAs/CPAs, lawyers, IT and HR / company law / legal / FEMA / IPR compliances] are short
professionals and engineers through which ‘Under One of qualified manpower to comply in time resulting in short-
Roof’ KPO services for the following matters are provided: compliances. Appointing a KPO company for such matters
Accounting: policies, SOP, internal audit can support CFO / Compliance Officers / Entrepreneurs to
achieve their goals easily by relieving them of the tension of
Taxation: deduction/levy, payments, filing of returns
handling routine matters.
Company Law Services: registers, minutes, advisory,
We, as professionals, must seize this upcoming opportunity
filing of returns
to have structured organisations similar to the Indian IT
Overall Compliances: audits and reporting Industry model in which we have seen small IT professional
FEMA compliances firms transforming themselves into large outsourcing
“Only as high as I reach can I grow, only as far as I seek can I go, only as deep as I look can I see,
only as much as I dream can I be.” - Karen Ravn
24
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![Dates to remember
Compliance Calendar
COMPLIANCES FOR THE MONTH OF april
Sr. Things you need to do Sections / Rules /
Acts / Regulations Due Date before You need to submit
No Clauses prescribing
/ Circulars under which you need this to
the activities to be
which the Sections to comply the
done / Rules/ Clauses are activity
covered
CENTRAL EXCISE ACT RELATED COMPLIANCE
1 Pay an amount equal to CENVAT Rule 11 CENVAT Credit April 1 Excise Authorities
Credit availed w.r.t. inputs received Rules, 2004
for the use in the manufacture of the
said final product if manufacturer
opts notification 8/2003-CE dt.
March 1, 2003 w.e.f. April
2 Submit monthly return by Rule 9(7) CENVAT Credit April 10 Supritendent of
manufacturer of Final Product (N.A. Rules, 2004 Central Excise
for SSI)
3 Submit return containing Rule 9A CENVAT Credit April 10 Supritendent of
information of principal input for Rules, 2004 Central Excise
the preceding month E.R.6
4 Submit monthly Central Excise E.R.1 Rule 12 (1) / 17 (3) Central Excise Rules, April 10 Supritendent of
Return (E.R. 2 return for 100% EOU 2002 Central Excise
/ units in FTZ / SEZ)
5 Submit monthly return for receipt Rule 9 (7) & Rule 12 CENVAT Credit April 10 Supritendent of
of inputs & capital goods for the Rules, 2004 & Central Central Excise
preceeding month in Form No. E.R.2 Excise Rules, 2002
6 Submit monthly Return for Rule 9 (7) & Rule 12 CENVAT Credit April 10 Supritendent of
availment of CENVAT Credit for Rules, 2004 & Central Central Excise
preceding month in Form No. ER 1 Excise Rules, 2002
7 Quarterly Return for first stage Rule 9(8) CENVAT Credit April 15 Supritendent of
dealer and second stage dealer for Rules, 2004 Central Excise
the period January to March in
Form No. ER -3
8 Submit quaterly return where a Proviso to Rule 9(7) CENVAT Credit April 20 Supritendent of
manufacturer is availing exemption Rules, 2004 Central Excise
under a notification based on the
value or quantity of clearances in a
financial year
9 Submit Central Excise Quaterly Proviso to Rule 12(1) Central Excise Rules, April 21 Excise Authorities
Return, where an assessee is 2002
availing of the exemption under a
notification based on the value of
clearances in a financial year OR
manufacturing specified readymade
garments (instead of submitting
monthly return)
10 Submission of half yearly return Rules7 Service Tax Rules, April 25 Supritendent of
[October to March (by the output 1994 Central Excise
service provider)] in Form ST - 3
11 Furnish an annual declaration in Rule 9A (1) CENVAT Credit April 30 Supritendent of
respect of each of the excisable goods Rules, 2004 Central Excise
manufactured by him, the principal
inputs and the quantity of such
principal inputs required for use in
the manufacture of unit quantity of
such final products
12 Submit return for previous quarter Rule 9 (9) Cenvat Credit Rules, April 30 Central Excise
or half year in case of provider of 2004 Authorities
output service availing cenvat credit (Superintendent of
in prescribed form Central Excise)
“The purpose of life is a life of purpose.” - Robert Byrne 27
March, 2012](https://image.slidesharecdn.com/mar2012-120416081753-phpapp01/85/Presentation-by-CA-Sudha-G-Bhushan-on-Cross-Border-Transactions-33-320.jpg)
![news & events
There after the full day seminar was conducted having errors to avoid in English communication”, which was
in all 2 Technical sessions as below: addressed by CS Miss Neetu Agrawal, Company Secretary in
1. Revised Schedule VI - CA Abhay Athavale Practice. In her presentation, she covered mistakes in spoken
2. Cost Audit & Rules - CMA Harshad Deshpande formal and written formal English. She urged students to
The seminar was concluded with the concluding remarks pronounce some tricky words like subtle, sew, genre, to
offered by CS Prasad Joshi, Secretary of Kolhapur highlight that proper pronunciation of words needs to be
chapter of ICSI and felicitation of all coordinators and worked upon. She also emphasized on avoiding errors like
volunteers who helped in organizing the same. introducing by saying “myself” and errors in telling e-mail
There was an outstanding response to this full day addresses. While addressing the students and members,
program and around 100 Participants consisting of she told that use of slangs (informal expressions) should
Members, Students in and around Sangli, Satara, be avoided in formal communication. The speaker also
Kolhapur, Belgaum attended the program.
demonstrated that spell-check facility should not be relied
Four (4) credit hours were allotted to the members of upon totally. Through examples, speaker told the students
ICSI.
that homophones, although similar in pronunciation, convey
7. Study Circle Meeting different meanings. Through a short video, she conveyed
10th March 2012 to the students, the importance of punctuations. She also
Mr. Sudhakar Kulkarni, Certified Financial Planner explained that literal translations from Hindi to English
had conducted a session on Capital Market & its recent should be avoided and established her point by giving
trends. Initially he briefed the audience about the various funny examples. Students interacted throughout the
concept of capital market and took an overview of the session and found the examples interesting. More than 40
terminologies like Price Band, Book Building, Anchor attendees benefited from this session.
Investor, ASBA, green shoe option, safety net, syndicate
member, block deal, bulk deal etc. He also focused on STUDY CIRCLE MEETING ON INCOME TAX
the recent changes in SEBI guidelines, stock exchange ASSESSMENT PROCEDURE
& DIP guidelines, offer document, red herring of
prospectus, listing and de-listing of securities etc. The 11th March, 2012
presentation was followed by question-answer session. Raipur Chapter organized a Study Circle Meeting on
The SCM was attended by more than 80 participants
comprising of members and students. CS. Rajesh “Income Tax Assessment Procedure”, which was addressed
Bodas, Member, felicitated Mr. Sudhakar Kulkarni at by CA Dolly Keswani, Chartered Accountant in Practice. She
the end. CS. Anant Palande, Chairman PCS committee has explained in detail all the provisions relating to filing
co-ordinated the SCM. of Returns by Individuals, HUFs, firms and Companies,
One (1) Credit Hour was allotted to the members of Self-Assessment, Regular/Scrutiny Assessment, Best
ICSI. Judge Assessment and Reassessment of Income escaping
Assessment, penalties and consequences of non filing of
RAIPUR CHAPTER returns and non inclusion of incomes, etc. At the end of
WORKSHOP ON STRESS MANAGEMENT & HEALTH session she has addressed to all the queries and doubts
REGIME raised by the participants. Around 35 members and students
were present in the meeting.
26th February, 2012
Raipur Chapter of WIRC of ICSI organized a “Workshop Vadodara Chapter
on Stress Management and Health Regime”. Dr. Vivek
Bhartiya [(BNYS), M.A. (Yoga), M.A. (English), dip. in Study Circle Meeting
Aerobics and Fitness] was the trainer. He started his session
28th February, 2012
with the explanation of Stress, its kinds and its effect in our
life. He conveyed several ways to manage stress, in which he The key speaker was CA Yash Bhatt, Practicing Chartered
covered proper quantity of sleep, intake of nutritional diet Accountant. He took the session on “Balance Sheet as per
and water, regular workout, meditation, fasting etc. In his revised Schedule VI”.
explanation he elaborated a story and with the help of which, Mr. Suresh Kabra, Chairman welcomed and introduced
he compelled participants to think about their daily routine the theme. Mr. Nishant Javlekar introduced the speaker &
and stress. Trainer taught some easy “Asanas” which can Mr. Charandeep Singh presented the plant sapling.
be used for Stress Management. Participants practiced that
“Aasanas” and found it very helpful. The workshop was Mr. Yash Bhatt explained in simple ways about the key
very interesting and helpful. CS Y. C. Rao, Chairman of the points, key changes and framework of revised Schedule
Chapter, thanked the trainer for a wonderful presentation VI of the Companies Act, 1956. He also explained that the
and guidance for stress management. There was lively presentation of Balance Sheet and Profit & Loss Account
interaction throughout the program. Around 20 participants would be on materiality basis and there would not be
took advantage of the workshop. scheduled any more. But other explanations would be by
way of foot notes only. He also explained the aspects related
STUDY CIRCLE MEETING ON COMMON ERRORS TO to applicability of Schedule VI.
AVOID IN ENGLISH COMMUNICATION
Lastly Mr. Devesh A Pathak, Former WIRC member
3rd March, 2012 proposed the vote of thanks. Around 64 participants had
The chapter organized a Study Circle Meeting on “Common attended the meeting.
“Goals in writing are dreams with deadlines.” - Brian Tracy
37
March, 2012](https://image.slidesharecdn.com/mar2012-120416081753-phpapp01/85/Presentation-by-CA-Sudha-G-Bhushan-on-Cross-Border-Transactions-43-320.jpg)
Presentation by CA. Sudha G. Bhushan on Cross Border Transactions
- 1. Regn. No. MH/MR/South-107/2012-14, to Post at Patrika Channel, Sorting Office, Mumbai - 400 001 Registered with the Registrar of Newspaper Annual Subscription ` 250/- New Delhi under Regn. No. 39907/82 Single Copy ` 25/- Posted and Printed on 20th & 21st of every month VOL. XXIX No. 3 MARCH, 2012 A MONTHLY JOURNAL FOR CORPORATE EXECUTIVES & PROFESSIONALS ... 2012-13 Go Green 'This Journal is printed on recycled environmental friendly paper'.
- 2. CHAIRMAN'S COMMUNIQUE Dear All, "Leadership is the process of keeping your vision and values before you and aligning your life to be congruent with them.” – Stephen Covey It was an exciting month to begin with. On witnessing the enthusiasm of peer young friends, guidance by elderly seniors and participation of one and all, my hopes and desires soar greater heights. Yes, I am equally aware of the challenges - be it relating to infrastructure or servicing galloping number of students or brand buiding framework at regional level. I am reminded of the saying, “uneasy lies the head that wears the crown”. Well... challenges are gallore but I firmly believe, challenges and opportunities go hand in hand. Immediately after the WIRC Executive Committee assumed charge effective 19th January this year, we took stock of the situation and firmed up action plan for the year 2012. Let me share broadly some of the new activities / initiatives of WIRC so far this year. To begin with, a high profile program at BSE International Conventional Hall was a motivation booster for members, students, organisers, convenors and WIRO-staff. The program was graced inter alia by M/s. Ananta Barua, Executive Director, SEBI, P K Malhotra, Acting Presiding Officer, SAT, Ashish Chauhan, Dy. CEO, BSE. Interaction with M/s. Nesar Ahmad, President, S N Ananthasubramanian, Vice President, and N K Jain, Secretary & CEO, ICSI was added attraction. Quality backgrounder circulated to participants was appreciated by one and all. We are thankful to BSE for supporting and hosting this program. We have increased the professional development programs – both in quality and numbers. Study circle meeting started at Borivali received overwhelming response. Study circles are now being conducted at 7 locations, viz. WIRO, Dadar, Andheri, Malad, Borivali, Bhayander and Ghatkopar. Republic day celebration coupled with blood donation camp and free health check-up (ECG, sugar, BP and general) emphasizes our focus on ‘health, sports & culture’ initiatives. One of the significant milestone we achieved was revamping ‘Focus’ – from "few pages" to "more than 50 pages" Journal for corporate executives & professionals. The new ‘Focus’ with various value added features is being well appreciated. Complements to the Focus editorial team Career led by Mr. Amit Kumar Jain for putting thoughts into action. I appeal members to contribute columns and also help us secure sponsorships/ advertisements so that the quality and content can be improved on a sustained basis. Increasing number of students served with dedication and attention resulted in ‘zero waiting list’ for SIP / EDP. Three new centres have been opened under the Public Private Partnership (PPP) model at Mumbai, Raipur and Vapi. PPP centres are also proposed to be used as extended centres for exam forms, CC collection etc. Of course, these initiatives need to be broad based and much more need to be accomplished in students’ servicing areas.
- 3. CHAIRMAN'S COMMUNIQUE (contd.) Small steps towards brand building and visibility of Institute included a press conference organised by WIRC, which was addressed by the President, Vice President, Secretary & CEO, ICSI and the undersigned. ‘FOCUS’ Further, select WIRC programs were covered by business dailies. We need to work a lot more in this direction! On a general note, the regulatory landscape continues being dynamic and evolving. We witnessed important changes in combination norms of newly set in anti-trust law. Finally, regulations were amended exempting group mergers from CCI scrutiny – great relief to corporates! On taxation front, some of the important rulings were pronounced including that on taxation of indirect transfers (Vodafone case), slump sale with negative networth and advance ruling on taxation of buy back of shares of a wholly- owned subsidiary by holding company. And finally, the Union Budget was presented, ’ with various provisions – prospective and retrospective! Some of the proposed provisions like general anti avoidance rules, taxation of indirect transfer of shares, negative list for service tax and the like are likely to have far reaching impact on Indian economy. I am sure, by the time you would be reading this, you would have analysed the impact of budget and ensuing challenges and opportunities. We will continue to be in touch over more and more updates and developments. Meanwhile, do write at: career [email protected] Your suggestions and inputs would help achieve the overall objectives towards our theme of the year 2012 – “Educate, Empower & Execute”. Best Wishes, Sincerely Mahavir Lunawat Chairman - ICSI-WIRC March 16, 2012 i March, 2012
- 4. FROM THE EDITOR Dear Readers, “Vision without action is a day dream, Action without vision is a nightmare” Q uite humbly I would like to acknowledge that we have started our journey quite courageously with a just sense of integrity. Holding the Office of Editor of Monthly Journal of largest Regional Council under the dynamic leadership of our young, vibrant and inspiring Chairman, Mr. Mahavir Lunawat, is really enthralling. Keeping the trust and confidence reposed on us, we are making all efforts to enrich you with meaningful contents. After coming out with the first issue and overwhelming response from our members and guest columnists across the region, the responsibilities get enhanced with the expectations. This time we have prepared a bouquet of topics like New Opportunities in KPO industry etc. to indicate the new avenues available for our members to explore. To enhance the well established visibility of our profession we have also started presenting FOCUS to different regulators like CLB, ROC, Sales tax Department, Income Tax Department, Service Tax Department, Excise & Custom etc in all the States of the Western Region. FOCUS indeed is a knowledge bank which is growing day by day to enhance the Academic treasure of the readers and can also be considered as an effective medium for the companies / placement agencies which are looking for Company Secretaries in Employment, as it hit directly to the target group of people across the region alongwith brand building exercise. To increase the placement opportunities and its wider publicity, I urge the members to give more advertisements for vacancies of Company Secretaries in FOCUS. It is not only a monthly journal but also a voice of WIRC covering news and announcements and all concerned information of the entire region, and together we can make it stronger and appealing. Budget for the year 2012 is out now. Budget is always considered as a topic which touches every individual whether professional or not and we tried our best to present separate analysis of Direct and Indirect taxes and Impact of budget on the overall economy. CS Amit Kumar Jain “Would you like me to give you a formula for success? It’s quite simple, really. Double your rate of failure. You are thinking of failure as the enemy of success. But it isn’t at all. You can be discour- aged by failure or you can learn from it, So go ahead and make mistakes. Make all you can. Because, ii remember that's where you will find success.” - Thomas J. Watson March, 2012
- 5. EDITORIAL ADVISORY BOARD CONTENTS EDITOR : CS AMIT KUMAR JAIN MESSAGES Chairman's Communique MEMBERS : CS B RengaNAthan From the Editor CS Dr. D. K. Jain CS Hemant Pandya LEGAL WORLD CS Kaushik Jhaveri 1 Case Laws CS M. G. Subramaniam 2 Circulars and Notifications CS N. Hariharan CS Rajkumar Adukia 3 Legal updates CS R. Kalidas CORPORATE governance CS S. D. Israni 4 Appointment and Cessation of Auditors CS Suresh Vishwanathan CS Yogesh Chande union budget 2012-13 6 Direct Taxes EX-Officio : CS MAHAVIR LUNAWAT 8 Indirect Taxes MEMBERS CS ragini chokshi 10 Service Tax WIRC of ICSI Premises, 14 Outlook on Economy No.13, 56 & 57, SEBI LAW & Capital market Jolly Maker Chambers No.2, Nariman Point, Mumbai - 400 021. 16 Offer for sale by promoters through stock exchange mechanism Tel. No.: 22047604 / 22047580 18 Structured Products - An innovative instrument Email: [email protected]; [email protected] CORPORATE law Monthly TARIFF for advertisement 20 Regularisation of Share Capital in a Company in Focus OTHER EMERGING AREAS Type Size Employment Non 23 India and the KPO Industry Employment Inside Front Cover Page 18 x 18 20,000 30,000 SOFT & COMMUNICATION SKILLS Back Inner Cover Page 18 x 18 17,500 25,000 26 Listening Skills Full Page (Colour) 18 x 18 15,000 20,000 Half Page (Colour) 12 x 18 10,000 12,000 DATES TO REMEMBER Half Page (B&W) 12 x 18 8,000 10,000 27 Compliance Calendar Quarter Page (Colour) 12 x 9 5,000 7,000 32 PDC Calendar Principle Sponsorship* 18 x 18 1,00,000 Annual Contract : (1) Out of 12 issues you have to remit only NEWS & EVENTS 10 issue charges, i.e. 2 issues will be free. (2) *For Principle 33 News & Events at WIRC and Chapters Sponsorship: Out of 12 issues you have to remit only 9 issue charges (i.e. 3 issues will be free) – INR 9,00,000. HEALTH TIPS OF THE MONTH 38 Hypertension and Kidney Disease Half Yearly Contract : (1) Out of 6 issues you have to remit only 5 issue charges, i.e. 1 issue will be free. (2)* For principle OTHERS Sponsorship: Out of 6 issues you have to remit only 5 issue 40 Media Coverage charges, i.e. 1 issue will be free. 41 Miscellaneous Term of Payment : Advance Payment in favour of ‘WIRC of ICSI’ by way of a Cheque /Demand Draft payable at Mumbai alongwith your release order / advertisement material. Disclaimer The ICSI is not in any way responsible for the result of any action taken on the basis of the advertisement published in the journal. iii March, 2012
- 7. LEGAL WORLD Case Laws CASE LAWS AT A GLANCE CS Ajay Kumar, Practising Company Secretary, Mumbai 1. AMALGAMATION THERE IS NO QUORUM – SECTION 186 A Petition was filed by Petitioner i.e., transferee Where impractability for holding extraordinary general company, seeking an order for amalgamation and meeting arises in a company having just two members, a declaration to effect that it was binding on both one of whom is not available as his whereabouts have transferee company and transferor company and also become unknown, even one member is competent to on their respective shareholders and creditors. Reply call extraordinary general meeting and the Petitioner is affidavit was filed by Regional Director, Ministry of entitled to a direction of the Company Law Board for Corporate Affairs, pursuant to section 394A. Official calling the meeting in terms of section 186 – RANJEET Liquidator also submitted his reply affidavit wherein KUMAR MISHRA V. CHINNMASTIKA ESTATES it was stated that Transferee Company would continue (P.) LTD. [2011] 101 CLA 441 (CLB) to exist and there would be no dissolution of company consequent to sanction of scheme. 4. CAN MERE AVERMENT OF HOLDING SHARES In such circumstances, it was only WITHOUT PROOF SHOWING PAYMENT Transferor Company which was being HAVING BEEN MADE OF ALL CALLS dissolved and amalgamated with IN RESPECT OF SHARES OFFERED BY Petitioner. On facts, Petition seeking COMPANY ENTITLED PETITIONER TO sanction of scheme of amalgamation FILE PETITION UNDER SECTION 397/398 was to be allowed with a direction to – SECTION 399 READ WITH SECTION Petitioner that it would comply with all 397/398 statutory requirements in accordance One must be a member of the company and with law. - NITIN LIFE SCIENCES have a right to apply under section 397/398 LTD. V. NITIN PHARMACEUTICALS in order to maintain a Petition under section (P.) LTD. [2011] 108 SCL 67/11 335(HP) 399. A Petitioner fails to establish that he was 2. REGISTRATION OF CHARGES a member of the company as required under Petitioners were directors of company section 399, the Petition filed by him is liable “R” which had sold its machinery to to be dismissed, and a mere averment of complainant/ Respondent Company holding certain shares in the Petition without and sought financial assistance under filing any evidence would be nothing but a hire purchase scheme. A complaint was misleading statement constituting abuse of filed by Complainant Company alleging the process of Law. – SAMEER GOEL V. that there was default in payment of hire charges and NIJINOY TRADING (P.) LTD. [2011] 101 CLA 428 Complainant Company invoked arbitration clause (CLB) and obtained arbitration award, but while executing 5. SCHEME FILED BY MAJORITY OF SHAREHOLDER award, it found that machinery was hypothecated with WHERE CLAIMS OF SECURED CREDITORS IDBI which had first charges over machinery. It was alleged that Petitioners had fraudulently represented STAND SATISFIED OR ADJUDICATED – CAN and deceived company that there was no charge over PETITION FOR REVIVAL BE CONTESTED ON machinery and chartered accountant issued a no lien GROUND OF NON- FOLLOWING MANDATED certificate. Petitioner filed instant Petition for quashing PROCEEDINGS IN SECTION 391/394 AND NOT proceedings before Chief Metropolitan Magistrate DIRECTING SEPARATE MEETING TO BE HELD – stating that under sections 125 and 126 charges were SECTION 391/394 already notified and complainant was deemed to A scheme for revival of a sick company in liquidation is have noticed such charges. Questions as to whether filed by majority of shareholders themselves, and claims complainant had knowledge of previous charge and of secured creditors stand satisfied or adjudicated by whether Petitioner had fraudulent intention for cheating official liquidator, the Petition for revival cannot be were matters for trial and, therefore, proceedings contested on the ground that the procedure mandated in were not to be interfered with and Petition was to be sections 391 and 394 has not followed and meeting have dismissed. M A SHIVAKUMARAN V. SUNDARAM FINANCE LTD. [2011] 108 SCL 112/247 (MAD.) not been directed to be held, because such meetings are unnecessary in such a case. – DABRIWALA STEELS 3. IMPRACTABILITY OF HOLDING – PETITION TO & ENGINEERING CO. LTD. (IN LIQUIDATION), IN COMPANY LAW BOARD FOR DIRECTION TO RE., [2011] 101 CLA 62 (P & H) ORDER MEETING TO BE CALLED EVEN THOUGH “The successful always has a number of projects planned, to which he looks forward. Anyone of them could change the course of his life overnight.” - Mark Caine 1 March, 2012
- 8. LEGAL WORLD Circulars & Notifications Circulars & Notifications CS Piyush Bindal, Practising Company Secretary, Bhopal SERVICE TAX conditions imposed by DGFT in the above notification with immediate effect. 1. Toll in the nature of ‘user charge’ or ‘access fee’ paid by roads users — regarding. 3. It is also requested to provide the details of all the Circular No. 152/3 /2012-ST consignments of export of Cotton handed over to Customs for export as of 2400 hrs. on 04-03-2012. This Source: www.servicetax.gov.in report is required positively by 07-03-2012. 1. A representation has been received by the Board, 2. Ban on export of Cotton (Tariff Code 5201 and 5203)- seeking clarification regarding leviability of service regarding tax on toll fee (hereinafter referred as ‘toll’) paid Circular No. 07/2012-Customs by users, for using the roads. The representation has Source: www.cbec.gov.in been examined. 1. Attention is invited to Board’s Circular No. 6/2012-Cus 2. Service tax is not leviable on toll paid by the users of dated 06-03-2012 regarding imposition of ban on export roads, including those roads constructed by a Special of Cotton (TH 5201 and 5203) vide DGFT Notification Purpose Vehicle (SPV) created under an agreement No.102 (RE-2010)/2009-14 dated 05.03.2012. between National Highway Authority of India (NHAI) or a State Authority and the concessionaire (Public 2. In this regard DGFT has issued another Circular No. Private Partnership Model, Build-Own/Operate- 58(RE-2010)/2009-14 dated 09-03-2012 to clarify that the Transfer arrangement). ‘Tolls’ is a matter enumerated consignments of Cotton for which ‘Let Export Orders’ (serial number 59) in List-II (State List), in the Seventh have been issued by Customs authorities till 2400 hrs. Schedule of the Constitution of India and the same is not on Sunday, 04-03-2012 will be outside the purview covered by any of the taxable services at present. Tolls of the Notification No.102 (RE-2010)/2009-14 dated collected under the PPP model by the SPV is collection 05.03.2012. on own account and not on behalf of the person who has 3. Accordingly, Board desires that the field formations made the land available for construction of the road. shall allow the export of consignments of Cotton (TH 3. However, if the SPV engages an independent entity 5201 and 5203) for which ‘Let Export Orders’ have to collect toll from users on its behalf and a part of toll already been issued till 2400 hrs. on 04-03-2012. collection is retained by that independent entity as 3. Ban on export of Cotton (Tariff Code 5201 and 5203) - commission or is compensated in any other manner, regarding service tax liability arises on such commission or Circular No. 08/2012-Customs charges, under the Business Auxiliary Service [section Source: www.cbec.gov.in 65(105) (zzb) read with section 65(19) of the Finance Act, 1. Attention is invited to Board’s Circular No. 06/2012- 1994]. Cus dated 06-03-2012 and DGFT RE Notification No.102 4. Further, an SPV formed as a result of agreement between (RE-2010)/2009-14 dated 5th March, 2012 amending NHAI or State Authority and the concessionaire under Notification no. 74(RE-2010)/2009-14 dated 12-09-2011 the BOT arrangement, cannot be considered as an imposing ban on export of cotton (Tariff code 5201 and agent of the NHAI. Renting, leasing or licensing of 5203). vacant land by the NHAI or State Authority to an SPV 2. DGFT vide Notification no. 106(RE-2010)/2009-14 dated for construction of road and such construction do not 12th March, 2012 has withdrawn the earlier Notification attract service tax. No. 102 imposing ban and now the export of Cotton CUSTOMS is free subject to the condition “prior registration of 1. 1. Ban on export of Cotton (Tariff Code 5201 and Contract with DGFT”. 5203) - regarding 3. Considering the sensitivity of the issue the Board desires Circular No.6/2012-Customs that the field formations should strictly monitor the conditions imposed by DGFT in the above notification Source: www.cbec.gov.in with immediate effect. 1. Attention is invited to DGFT RE Notification No.102 (RE-2010)/2009-14 dated 5th March, 2012 amending CORPORATE LAW Notification no. 74(RE-2010)/2009-14 dated 12-09-2011 1. Allotment of Director’s Identification Number (DIN) imposing ban on export of cotton (Tariff code 5201 and under Companies Act, 1956. 5203). Accordingly – General Circular No. 4/2012 (i) Export of cotton [ITC(HS) Codes 5201 & 5203] has Source: www.mca.gov.in been prohibited till further orders. In continuation of General Circular Nos. 32/2011 dated (ii) Transitional arrangements will not be applicable 31.05.2011, 66/2011 dated 04.10.2011 and 70/2011 dated for the export of cotton. 15/12/2011 on the subject cited above, The time for filing form DIN-4 by DIN holders for furnishing PAN (iii) Export against registration certificates already and to update PAN details has been extended upto issued will also not be allowed. 30.04.2012 2. Considering the sensitivity of the issue the Board desires that the field formations should strictly monitor the 2. Registration of Companies or LLPs which have one of “When you follow your bliss...doors will open where you would not have thought there would be doors; and where there wouldn’t be a door for anyone else.” - Joseph Campbell 2 March, 2012
- 9. LEGAL WORLD Circulars, Notifications & Legal Updates their objects is to carry on the profession of Chartered shall incorporate the same only on production of in- Accountant, Cost Accountant, Architect, Company principle approval/NOC from the concerned regulator/ Secretary etc. professional Institutes. General Circular No. 2/2012 2. Further, in this connection, it is also stated that where Source: www.mca.gov.in one of the objects is to carry on the business/profession At the time of incorporation of companies where one of Architecture, then the concerned Registrar of of the objects is to carry on the business of Banking, Companies/Registrar of LLP shall incorporate the same Insurance or to practice the profession of Chartered only on production of in-principle approval/NOC from Accountancy, Cost Accountancy & Company the concerned regulator. Secretaries, then the concerned Registrar of Companies 3. This issues with the approval of CAM. LEGAL UPDATES Saagar Madan, Legal Practitioner, Mumbai AMENDMENT TO SEBI (MUTUAL FUND) for refund and upon processing of the same the refund REGULATIONS, 1996. request shall be approved or rejected. Key Highlights • The refund of MCA21 fees is available in the following • Amendment relating to Advertisement Code: cases: a) Advertisement Code shall be amended and made ♦ Multiple Payments of Form 1, Form 5; principle based as far as possible. ♦ Incorrect Payments; and b) AMCs shall be responsible for the accuracy, ♦ Excess Payment truthfulness, fairness of the advertisement THE MINISTRY OF CORPORATE AFFAIRS ALLOWS c) The definition of advertisement shall be broadened FILING OF CONFLICTING RETURNS BY CONTESTING to include all forms of communication that may PARTIES influence investment decisions of any investor. Key Highlights • Amendment relating to Investment Valuation Norms • It is allowed in some specific cases wherein it appears (i.e. to provide fair valuation of securities / assets of that either there was lack of consent of the removed/ Mutual Fund schemes) changed director or due process of Law was not a) AMC shall insure fair treatment to all investors. followed. b) In case debt and money market securities are not • The company is required to mandatorily file the traded on a particular valuation day then valuation attachment relating to cause of cessation along with through amortization basis shall be restricted to Form 32 with the ROC concerned irrespective of the securities having residual maturity of up to 60 days ground of cessation. (currently 91 days), provided such valuation shall • Any Director is aggrieved with his cessation in the be reflective of the realizable value/ fair value of company; he may file complaint in the Investor the securities Complaint Form. On receipt of complaint, the ROC COMPANY LAW BOARD REGULATIONS, 1991, concerned will examine the complaint and mark the “Regulation 30 substituted”: company as having 'management dispute'. Key Highlights: RAILWAYS EXTEND ADVANCE RESERVATION • The record of a pending case shall be open, as of right, to PERIOD TO 120 DAYS the inspection and supply of the certified copies thereof • The Ministry of Railways has decided to increase the to the parties or their authorized representatives, on advance reservation period for booking reserved train making an application in writing and on payment of a tickets from existing 90 days to 120 days on experimental fee of fifty rupees per day for inspection of documents basis (excluding the date of journey) w.e.f. March 10, of a case and ten rupees per page for supply of certified 2012. copies of order or any other document respectively. THE TELECOM REGULATORY AUTHORITY OF INDIA • A person, who is not a party to the proceedings, has, ACT, 1997 NOTIFIES MOBILE NUMBER PORTABILITY however, no right to inspect or to obtain certified copies REGULATIONS, 2009 of the records of a pending case except with the consent Key Highlights of the party who has filed the case or under the orders of the Bench. • Mobile Number Portability has been launched all over the country on 20th January 2011. • After receipt of an application, the inspection shall be allowed within a period of two working days and • All Cellular Mobile Telephone Service Providers and certified copies shall be supplied within a period of Unified Access Service Providers, acting as Donor three working days respectively. Operator, not to entertain any request from the subscriber for cancellation or withdrawal of porting THE MINISTRY OF CORPORATE AFFAIRS HAS request and not to reject a porting request except on DECIDED TO REFUND THE STATUTORY FEES PAID the grounds mentioned under regulation 12 of the FOR CERTAIN SERVICES regulations. Key Highlights: • The service providers may issue necessary instructions • For refund of fees wrongly paid by the stakeholder to all the concerned officials within Forty eight hours while availing various services at MCA 21 new refund and submit compliance report of this Direction to the e-Form needs to be filed by the stakeholder applying Authority within seven days. Pity the man who inherits a million and isn’t a millionaire. Here’s what would be pitiful,if your income grew and you didn’t. 3 March, 2012
- 10. CORPORATE GOVERNANCE Appointment and Cessation of Auditors S. G. Gokhale, Advocate & Legal Advisor, Mumbai This Article summarizes and analyses the provisions of the Companies Act, 1956, on the above subject and highlights some of the misgivings prevailing at various levels. 1. APPOINTMENT (C) By Central Government (A) By Board of Directors In the event the Auditors are not appointed / (i) The first Auditors of the Company are required to reappointed at the AGM the Central Government be appointed by the Board of Directors within one may appoint a person to fill the vacancy. There is an month of the date of registration of the Company obligation cast on the Company of giving notice to the and the Auditors so appointed hold the office until Central Government on arising such a situation. (Sec. the conclusion of first annual general meeting 224(3) &(4)). (AGM). (Sec. 224 (5)). There does not appear any provision in the Act to deal (ii) In the event of a casual vacancy in the office of the with the situation, if the first Auditors are not appointed Auditors (other than the casual vacancy caused or casual vacancy is not filled, either by the Board of by resignation) the Board of Directors can fill such Directors or by the Company in general meeting as the vacancy and the Auditors appointed to fill the case may be. casual vacancy hold the office till the conclusion of 2. CESSATIONS the next AGM. (Sec. 224 (6)). (A) By Disqualification The possibility of arising casual vacancy (other By incurring the disqualification and thereby vacating than on resignation), appears to be on account of the office, the Auditors cease to hold the office. (Sec. death of the Auditors or incurring disqualification 226(5)). and thereby vacating the office as contemplated (B) By Resignation under Sec. 226(5). The Auditors can resign from the Office at any time at The resignation by the Auditors (whether the their sweet will. There is no specific provision providing first Auditor or subsequent Auditors) is viewed for resignation. However, it is implied authority of every differently in as much as the matter is expected person. The reference to the resignation is found in Sec. to be taken up at the general meeting where the 224(6) dealing with the situation of vacancy caused by issues resulting into resignation can come up for the resignation. discussions. This is one of the ways of having (C) On expiry of the term superintendence of the general body over the The Auditors, appointed by any mode of appointment management. hold the office till the conclusion of the next AGM. (B) By General Body. Therefore, the Auditors can be said to be ceasing to (i) As a general rule, the Auditors are to be appointed hold the office with the conclusion of next AGM. If they by the General Body at the AGM. (Sec. 224(1)),except are reappointed at the said AGM, a fresh term of office the situations mentioned in (A) above. commences. (ii) If the Board of Directors fails to appoint the first Sec. 225 provides for the special procedure either Auditors, they can be appointed by the Company for appointment of Auditors at the AGM other than in the general meeting. (proviso (b) to Sec. 224 (5)). retiring Auditors or providing for that retiring Auditors (iii) The Company can at the general meeting appoint shall not be reappointed. This provision implies that the first Auditors on removing the first Auditors the continuity in the office of the Auditors should be appointed by the Board of Directors (proviso (a)to ensured as far as possible and it should not be left to the Sec.224 (5)). sweet will of the management of the Company. It also ensures that the Auditors cannot impose themselves on (iv) In the event of a casual vacancy arising in the office the Company forever. of the Auditors by resignation, the same is to be filled by the Company in general meeting. (Sec. (D) By Removal 224(6)). (i) The Auditors can be removed from the office before The general meetings referred to in (ii), (iii) & (iv) the expiry of the term by the Company in general above are not necessarily AGMs and to that extent meeting after obtaining previous approval of the the same are exception to the general rule stated in Central Government. (Sec. 224(7)). This is subject to (i) above which is warranted by the circumstances. exception as per (ii) below. “The difference between a successful person and others is not a lack of strength, not a lack of knowledge, but rather in a lack of will.” - Vincent T. Lombardi 4 March, 2012
- 11. CORPORATE GOVERNANCE Appointment and Cessation of Auditors (ii) The first Auditors appointed by the Board of Directors can be removed by the Company at a general meeting. (proviso (a) to Sec.224 (5)). There is hardly any case where the authority under Sec. 224(7) of granting approval for removal is exercised by the Central Government. The said authority is delegated to the Regional Director. There do not appear any guidelines or procedure laid down by the Central Government for consideration of an application for approval for removal of the Auditors. It is pertinent to note that the provisions relating to the removal of Auditors are at variance with the general principle of Law that appointing authority has an implied authority to remove. Though the Auditors are appointed by the Company (whether by the Board or the General Body) they can be removed only with the previous approval by the Government. The only exception is of first Auditors appointed by the Board who can be removed at general meeting. In this case also the authority to remove is vested with the next higher authority. is misnomer in as much as upon expiry of the term The said provisions are with a view to ensure the there is no question of resignation. The Companies are independence of the Auditors having regard to the often found reporting that Auditors have “resigned” object and purpose of an Audit. when in fact it is a case of not reappointing the Auditors at the AGM on account of their unwillingness for 3. MISGIVINGS reappointment. In most cases the Companies and the Auditors are found to be partners forever. However, there are situations (B) The change in Auditors pursuant to Sec. 225 is often where separations do take place. The separations are loosely construed as removal, when the removal has the essentially attributable to the frictions and discords. specific connotation under the Act. There may be hardly a case of smooth and cordial (C) The clause 9 of The First Schedule to the Chartered separation. In many cases, the separation culminates in Accountants Act, 1949 provides to the effect that non disciplinary proceedings by the ICAI against incoming ascertainment by the newly appointed Auditors from the Auditors at the instance of outgoing Auditors. Company the compliance of Sec. 225 of the Companies Some of the misgivings about the separation found to be Act 1956 amounts to professional misconduct on the prevailing at various levels are noted below. part of newly appointed Auditors. In practice, it is (A) Before appointment of the Auditors, the Company noticed that the said clause is sought to be applied to is required to obtain a written confirmation from the newly appointed Auditors in all situations, when in fact Auditors about their eligibility and willingness. Many Sec.225 applies to a limited area as discussed above. times it is decided by the Auditors not to continue in (D) Even if the Auditors do give formal resignation letter, office for the next term onwards. The correct procedure they feel that they are removed, having regard to the for this is to convey to the Company the un-willingness background/reasons for resignation. The managements for re-appointment. However, in practice it is noticed also do feel that they have removed the Auditors that resignation letter is given after signing the Auditor’s by obtaining resignation. There is no reason for the report. If the resignation is construed as effective on the forthright Auditors to decline to resign if asked for. Once date of signing Auditor’s report it would be a case of the resignation in plain terms is given there ought not to casual vacancy in as much as there is a time gap between be any murmuring about it. It is open to the Companies date of signing of Auditors Report and date of AGM. to take recourse either to Sec. 225 or Sec. 224 (7) in which There does not appear any bar even to fill the casual situation the Auditors have adequate opportunity of vacancy at the AGM, but the nature of appointment has representation or putting forth their views. This would to be clarified in the annual report. If the resignation is be better option for the Auditors to face in the public not construed as effective from date of signing Auditor’s interest. report but effective after conclusion of AGM, the same “The great successful men of the world have used their imagination, they think ahead and create their mental picture in all its details, filling in here, adding a little there, altering this a bit and that a bit, but steadily building - steadily building.” - Robert Collier 5 March, 2012
- 12. UNION BUDGET 2012-13 DIRECT TAXES: UNION BUDGET 2012-13 CA Rajkumar S. Adukia, Mumbai The Union Budget 10AAwhose total income before profit linked deductions 2012-13 was presented exceeds 20 lacs. by the Finance Minister • 1% TDS on Sale of Immovable Property (other than in the wake of a agricultural land) challenging business environment and • TDS u/s 194J @ 10% introduced from 1-7-2012 on weak global economic remuneration to non executive director conditions. 2011-12 • W.e.f 1-7-2012, TCS @1% on Cash Sale>2lacs of jewellery was described as the and bullion irrespective of the fact whether buyer is a “year of recovery, manufacturer, trader or purchase is for personal use interrupted.” With a somber global outlook, • TDS @ 1% on Sale of minerals (coal, lignite, iron ore) sustained slowdown in Indian GDP growth, • Share premium exceeding fair market value to be treated high inflation, elevated as income u/s 56(2). deficits and low investor confidence, the current year has Other Changes: been testing for the Indian economy. The good news is that, while the GDP achieved of 6.9% was low as compared to • Proposed to amend section 68 of the Income Tax Act to that of previous years, comparatively it still put India in the provide that the nature and source of any sum credited, top five economies of the world. as share capital, share premium etc., in the books of a closely held company shall be treated as explained only The announced advance pricing agreement may help if the source of funds is also explained by the assessee transfer pricing decisions and the USD 1 bn VC fund focused company in the hands of the resident shareholder. on MSME is good for entrepreneurship. • New section 271AB for Penalty on undisclosed income The ‘GST’ which is now expected to be operational by found during the course of search (w.e.f 1-7-2012) August 2012. We hope that this timeline is met as it would certainly help address the multiple taxation issue faced by • Prosecution Provisions rationalized the Industry currently. Corporate tax not being tinkered a) Special Courts to be constituted with is the source of joy for private industry in general. b) On tax evasion up to 25 lacs, imprisonment from 3 DIRECT TAXES months to 2 years Tax Rates for AY 2013-14 for Individual/HUF/AOP, BOI, Artificial Juridical Person Up to 200000 NIL 2000001 to 500000 10% 5000001 to 1000000 20% Above 1000000 30% Exemption limit Senior citizen (age of sixty years or more Rs. 250000 but less than eighty years) Senior citizen (age of eighty + years) Rs. 500000 Surcharge NIL for all assesses except in respect of companies. Tax Base widened • AMT (Alternate Minimum Tax) @ 18.5% introduced for all assesses claiming profit linked deduction under Chapter VI-A under heading “Deduction in respect of certain Incomes” and SEZ units under section “You just can’t beat the person who won’t give up.” - Babe Ruth 6 March, 2012
- 13. UNION BUDGET 2012-13 Direct Taxes • Relief given for Long Term Capital gain on transfer of residential house if invested in SME. • 50% deduction for Investment in Rajiv Gandhi Equity Scheme up to Rs. 50000 for retail investors having annual income less than 10 lacs. • STT Rates on delivery based transactions reduced from .125% to 0.10% • Extension of sun set date for tax holiday for power sector enhanced by one year u/s 80IA. • Additional deduction of Rs 5000 allowed for Preventive Health Check up u/s 80D. • Deduction for saving account Interest up to Rs. 10000 (Sec 80TTA) is allowed. • TDS provisions have been modified. section 201 being amended to provide that payer shall not be assessee in default if: - payee has filed return u/s 139 - payee has taken such sum in computation of income c) On tax evasion above 25 lacs, imprisonment from 6 - has paid tax due on income declared in return and months to 7 years. certificate form chartered accountant is furnished by (Earlier threshold limit was 1 lakh (fixed in 1976) payer and and minimum imprisonment was 3M to 3 years) • Time limit for passing order u/s 201 enhanced from 4 (Applicable w.e.f. 1-7-2012) years to six years where TDS return is not filed u/s 201. • Transfer pricing regulations to be applied to domestic • 80-G Benefit to be applicable for donation exceeding transactions between related parties u/s 40A, 10AA, Rs. 10000 only if payment not made in cash. 80A, sections where reference made to 80 IA, if aggregate amount of all such domestic transactions exceeds Rs. 5 • General Anti Avoidance Rule (GAAR) made applicable crores. (w.e.f. AY 2013-14). to Impermissible avoidance arrangements where • U/s 115A, interest income of nonresident from purpose is to obtain tax benefit. Infrastructure Company reduced from 20% to 5%. Also Fiscal deficit remains a concern TDS rate in such cases reduced to 5% u/s 194LC The Union Budget FY2012-13, on the whole, was on expected • Non resident non citizen sports person u/s 115BBA lines. It is neither populist nor reformist and adopted a brought in parity with non resident non citizen middle path. It harmonized and raised the indirect taxes entertainer under DTAA. rates and gave marginal relief to individual tax payers. Fiscal deficit for 2012-13 is likely to slip to 5.5 per cent of GDP, • Dividend received from any subsidiary in multi tier higher than the government’s estimate. Bold expenditure corporate structure to be reduced for paying DDT. reform measures like petroleum price deregulation would • Threshold limit of tax audit increased from 60 lakhs have brought lasting fiscal gains and made the deficit rupees to one crore rupees in the Case of persons carrying reduction path more credible. The budget’s reliance on an on business and from 15 lakhs rupees to 25 five lakhs optimistic growth projection and enhanced taxes to bring rupees in the case of persons carrying on profession. the fiscal deficit down make it a bit shaky. The projected higher borrowings will limit the reduction in interest rates. • Advance Tax for Senior Citizen Exempted. The Union Budget 2012 is a balanced one and has put forth • Wealth Tax Exemption to residential house allotted by many provisions to improve macroeconomic environment company (salary upto 10 lacs p.a) and strengthen domestic growth drivers. “The world ain’t all sunshine and rainbows. It’s a very mean and nasty place and I don’t care how tough you are it will beat you to your knees and keep you there permanently if you let it. You, me, or nobody is gonna hit as hard as life. But it ain’t about how hard ya hit. It’s about how hard you can get hit and keep moving forward.” - Rocky Balboa 7 March, 2012
- 14. UNION BUDGET 2012-13 Indirect Taxes Budget Highlights - 2012-13 CS V. S. Datey, Nashik Budget 2012-13 and Finance Bill, 2012 was presented before limit. Any intimation to Superintendent is not required. Parliament on 16th March 2012. Self-adjustment of excess credit is not allowed on Provisions relating to increase in standard rate of excise duty account of reasons like interpretation of law, taxability, from 10% to 12% has become effective from 17-3-2012 (i.e. classification, valuation or applicability of any exemption midnight of 16th March 2012). notification. Service tax rate will be 12% (from present 10%) w.e.f. • Whenever there is change in effective rate of service 1-4-2012. tax or service tax is taxed for the first time, the date of Changes in Cenvat Credit Rules, Point of Taxation Rules and payment shall be date of credit in bank account (Rule Service Tax Rules will become effective from 1-4-2012. Other 2A of Point of Taxation Rules] This is to avoid the ‘tax changes will become effective after enactment of Finance planning’ of getting pre-dated cheques to show receipt Act, 2012. of payment earlier. Of course, now, cheque is valid only for three months and hence this planning cannot be Changes relating to negative list on service tax will become indefinite] effective from a date to be notified after enactment of Finance Act, 2012. • Service tax payable on receipt basis by all individual and partnership firms (including LLP) upto turnover The changes are summarised below. of ` 50 lakhs, if turnover of taxable services in respect 1. Service Tax of previous year (of the total entity and not individual • Negative list of services - At present, service tax is unit) was below ` 50 lakhs [Fourth proviso to Rule 6(1) payable on specified 117 taxable services. Now, serviced of Service Tax Rules inserted w.e.f. 1-4-2012] tax will be payable on all taxable services, except those • No penalty if service tax and interest on renting of specified in the negative list and excluding those for immovable property is paid within six months from date which exemption has been granted. The provision will of enactment of Finance Act, 2012. be effective from date to be notified after enactment of • One year time limit for issuance of show cause notice Finance Act, 2012. for demand of service tax being increased to 18 months • Service tax rate increased from 10% to 12% w.e.f. 1-4- [proposed amendment to section 73(1)] 2012. Thus, total rate will be 12.3% w.e.f. 1-4-2012. • It is provided that while giving follow up notices on same • Service tax on works contract serviced payable @ 4.80% grounds, the grounds as given in earlier notice need not plus 3% education cess w.e.f. 1-4-2012 be repeated. Only tax due and reference to earlier notice • Service tax on air transport payable @ 12% on 40%, is sufficient [proposed section 73(1A)] subject to condition of non-availment of Cenvat credit • Provision for compounding of offences [proposed on inputs or capital goods [This means Cenvat credit of amendment to section 94(2)] input service is available] (Notification No. 6/2012-ST 2. Cenvat Credit Rules dated 17-3-2012]. • All the amendments are effective from 1-4-2012, except • Service tax on repairs of roads has been exempted with otherwise specified. retrospective effect from 16-6-2005 [proposed insertion of section 97 to Finance Act, 1994 vide Finance Bill, 2012] • Following services are excluded from definition of ‘input service’ only so far as they relate to a motor vehicle, • Management, maintenance or repair of non-commercial which is not a capital goods – (a) Renting of a cab (b) Government building exempted w.e.f. 16-6-2005 till the Supply of tangible goods. However, these services will new provision relating to negative list of services comes be eligible as ‘input services’ if used for provision of into effect [proposed insertion of section 98 to Finance taxable services for which Cenvat credit of motor vehicle Act, 1994 vide Finance Bill, 2012] is available as capital goods [rule 2(l) clause (B) amended • Textile dyeing units can form an association or registered w.e.f. 1-4-2012] cooperative society which is engaged in treatment and • Following services are excluded from definition of ‘input recycling of effluents. The project is set up with financial service’, except when used by (a) a manufacturer of a assistance from Government. Services provided by motor vehicle in respect of a motor vehicle manufactured such association or registered cooperative society to by him or (b) provided by general insurance company its members are exempt from service tax – Notification [as specified in section 65(105) of the Finance Act], No. 42/2011-ST dated 25-7-2011 (The words ‘registered in respect of a motor vehicle insured or reinsured by cooperative society’ have been added w.e.f. 17-3-2012). him - (a) General Insurance Services (b) Motor vehicle This notification is being given retrospective effect from related service (earlier termed as Authorised Service 16-6-2005, vide clause 145 of Finance Bill, 2012. Station service) [rule 2(l) clause (BA) inserted w.e.f. 1-4- • Service tax on rail transport of goods (other than in 2012]. Note - There seems to be clear drafting mistake. containers) deferred till 1-7-2012. Till 1-4-2012, general insurance services were allowable • Invoice can be issued within 30 days [present limit 14 in all cases except where used for motor vehicle related days] Banking company or Financial Institution can services. Now, they are not eligible except in aforesaid issue invoice within 45 days [Rule 4A of Service Tax cases. This does not seem to be intention at all. Rules amended] • Rule 5 of Central Excise Rules amended to provide • Adjustment of service tax under rule 6(4B) of Service Tax simplified method for refund of unutilised Cenvat credit Rules of excess tax paid can be without any monetary on account of exports [It should be clarified that refund “Don’t give up. There are too many nay-sayers out there who will try to discourage you. Don’t listen to them. The only one who can make you give up is yourself.” 8 March, 2012
- 15. UNION BUDGET 2012-13 Indirect Taxes provision applies only if assessee has excess Cenvat • Differential excise duty is not payable on duty paid credit. Otherwise, department is likely to take a view goods lying at depot or branches that in case of all exports, assessee cannot utilise Cenvat • Merit goods were subject to 5% duty. This rate has been credit for DTA sales and must go for refund procedure increased to 6%. only]. • Rate of 1% imposed on 130 items in 2011 Budget has been • Cenvat Credit allowable on excise duty paid on motor increased to 2% w.e.f. 17-3-2012 (if assessee does not avail vehicles (except under heading Nos. 8702, 8702, 8704, Cenvat credit). However, in case of coal, fertilisers all 8711 and their chassis) to manufacturers. The excluded goods falling under chapter 31 (except those clearly not chapter heads are relating to motor vehicles for transport to be used as fertilisers), articles of jewellery and mobile of 10 or more persons (including driver), motor cars, handsets and cellular phones (under heading 8517), the station wagons, tor vehicles for transport of goods and rate of duty will continue to be 1%, if assessee does not motor cycles. avail Cenvat credit. • The Cenvat credit of excise duty paid motor vehicles • Excise duty on branded readymade garments, made- covered under headings 8702, 8703, 8704 and 8711 up articles and textiles will be payable @ 12% on ‘tariff and their chassis is available only to specified service value’. The tariff value will be 30% of Retail Sale Price providers e.g. Courier, Tour operator, Rent-a-cab scheme (RSP) w.e.f. 17-3-2012 [At present, it is payable @ 10% operator, Cargo Handling Agency, Goods Transport on 45% of RSP] [Notification No. 20/2001-CE(NT) dated agency, Outdoor caterer and Pandal or shamiana 30-4-2001 amended]. Thus, effective rate will be 3.6% of contractor as per earlier provisions RSP plus education cess i.e. total 3.708%. • In effect, Cenvat credit is available only in respect of • In case of readymade garments, provision for return excise duty paid on tractors, special purpose motor of goods for rectification simplified [Notification No. vehicles, work trucks, bicycles, baby carriages and 31/2011-CE amended] trailers and parts and accessories of all motor vehicles to • Excise duty introduced on unbranded gold jewellery. the manufacturers. Duty is payable on 30% of transaction value as ‘tariff • Removal of capital goods after use as second hand or value’. SSI exemption will be available, considering the scrap - ‘Amount’ payable on basis of Cenvat credit taken ‘tariff value’ for calculating the limit of ` 4.50 crores as reduced @ 2.5% per quarter or on transaction value, [proviso to para 2(vii) of SSI exemption Notification No. whichever is higher [Rule 3(5A) as amended w.e.f. 17-3- 8/2003-CE(NT) dated 1-3-2003 as amended w.e.f. 17-3- 2012] 2012. • The ‘amount’ payable under rule 6(3) [where assessee • Excise duty is not payable on articles of jewellery is manufacturer of excisable as well as exempt goods or manufactured from previous metal or old jewellery provider of taxable as well as exempt services] has been supplied by the retail customer [Notification No. increased from 5% to 6% w.e.f. 1-4-2012. 9/2012-CE(NT) dated 17-3-2012] [The wording • Restriction of 20% on Cenvat credit on insurance of notification is incorrect. The notification can be company removed [Rule 6(3C) omitted w.e.f. 1-4-2012] interpreted to mean that in case of such jewellery, excise • Cenvat Credit of special additional duty (SAD) of 4% duty is payable on full value including value of material can be transferred from one unit to other unit of same supplied by customer. manufacturer [Rule 10A of Cenvat Credit Rules w.e.f. • There is full exemption on all unbranded articles of 1-4-2012] precious metals (which is not ‘gold jewellery’) • Interest is not payable on wrongly taken Cenvat credit • Duty on branded as well as unbranded silver jewelley if it was not utilised [Rule 14 amended] (very sensible has been exempted. amendment indeed) • Return under CE (Removal of Goods at Concessional • Inputs or capital goods need not be brought in the Rate of Duty for manufacture of Excisable Goods) to be premises of service provider [Even otherwise, this was filed on quarterly basis. not a practical provision. Further, the word ‘premises’ 4. Customs were never defined. Thus, any place where assessee • While calculating customs duty, the education cess (2%) is providing service would be ‘premises’ of service and SAHE cess (1%) would be payable only once i.e. provider]. after basic customs duty and CVD but before Special • Input Service Provider to distribute credit on following CVD [w.e.f. 17-3-2012] basis - (a) Credit of service tax attributable to wholly • Duty free allowance under Baggage Rules has been exempted goods or exempted services shall not be increased from ` 25,000 to ` 35,000 for adult passengers distributed (b) In case of service tax attributable to a of Indian origin and from ` 10,000 to ` 15,000 for children particular unit - directly to that unit (c) In case of common upto 10 years of age [change w.e.f. 17-3-2012] input services - on basis of turnover of each unit [Rule 7 of Cenvat Credit Rules overhauled] • Cenvat Credit of special additional duty (SAD) of 4% can be transferred from one unit to other unit of same • Cenvat Credit Reversal not required if exempted taxable manufacturer [Rule 10A of Cenvat Credit Rules w.e.f. service provided to SEZ - retrospective amendment 1-4-2012] w.e.f. 16-6-2005 [clause 144 of Finance Bill, 2012]] • Importer of specified goods has to submit declaration 3. Central Excise where goods will be sold for first time after import and • Standard Central Excise duty rate (except in case of VAT registration number [change w.e.f. 1-5-2012] petroleum products) has been increased from 10% to • Provision is being made for ‘air freight station’ (like ICD 12% from 17-3-2012 (i.e. midnight of 16th March 2012) or CFS) (to be effective after enactment of Finance Bill, [Notification No. 18/2003-CE dated 17-2-2012]. 2012] “When I am asked to pay a price, I ask myself, “Is this end result really worth what I must give up to obtain it? Will I in the end be truly happier…truly stronger…truly a better individual?” When the answer is an unqualified YES, then I willingly pay the price.” - Thomas D. Willhite 9 March, 2012
- 16. UNION BUDGET 2012-13 SERVICE TAX KEY ASPECTS CA Rajesh R Agrawal, Pune The salient aspects of UNION BUDGET, 2012 on Service Tax SR# Service Existing Proposed CENVAT Credit is spelt out below. The Government of India in the Union Taxable Taxable Applicability Budget 2012 has made significant changes in the Service Tax portion portion Provisions including that of CENVAT Credit Rules, 2004. (%) (%) Rate Changes w.e.f. 1st April 2012: 4 Accommodation 50 60 Credits on input in a hotel etc. services allowed SR # Particulars (Scheme) Present Proposed Rate Rate 5 Railways: goods 30 30 All credits will be allowed 1 Normal 10 % 12 % 6 Railways: New Levy 30 All credits will be passengers allowed 2 Works Contract Composition 4% 4.8% Scheme Taxation of services: Introduction of Negative List of Services (effective from a 3 Purchase & Sale of foreign Increase of 20% under currency various slabs date to be notified after the enactment of the Finance Bill 2012). 4 Service in respect of Promotion & ` 6,000 ` 7,000 The Government have prescribed a detailed “Draft Guidance marketing for lottery ` 9,000 ` 11,000 Paper- GPA” for better understanding of the new provisions with questions and answers, which has been published with 5 CENVAT Reversal for exempted 5% 6% Circular issued. services under Rule 6(3) of CCR, 2004 A switch over shall be given effect by insertion of proposed new sections, 65B, 66B, 66C, 66D, 66E and 66F Chapter V 6 Life Insurance Service 1.50% 3% on 1st year of the Finance Act, 1994 and ceasing of sections 65, 65A, 66, (not entirely for risk cover) Gross premium and 66A but these ceasing sections will remain relevant in 1.50% on respect of services provided prior to the coming into force of Subsequent Year premium the new provisions The charging section will now be contained in section 7 Air transport of passengers Dual rate structure has been 66B and levies taxes on all services, other than those in changed to standard rate of the negative list, provided or agreed to be provided in the 12% with abatement of 60% taxable territory by one person to another. in all classes The word “service” which has been now defined in clause Specific Abatements Proposed: (44) of the new section 65B will also cover “declared services“ The Government is proposing increase in taxable portion of in section 66E. value with liberalization in input tax credits following the What is to be taxed under Service Tax has to be determined by principle of neutrality of taxes. looking into negative list & declared services, which is a big Changes proposed to be introduced in the abatements along shift in the way services are proposed to be taxed in future. with the Negative List: This means that if any activity satisfies the characteristics of The existing and new abatements shall be as follows: - service, it will be taxable, unless specified in the Negative list. SR# Service Existing Proposed CENVAT Credit Negative list of services proposed to include: Taxable Taxable Applicability o Trading of goods, portion portion (%) (%) o Any process amounting to manufacture or production of goods (Whether under the Centralized Act or any State 1 Convention centre 60 70 All credits (except Act), or Mandap with on inputs of chapter catering 1 to 22 i.e. foods and o Sale of space or time slots for advertisements other than advertisement-broadcast by Radio or Television. beverages) 2 Pandal or 70 70 This would include sale of space for advertisements in Shamiana with Bill Boards, Public Places, Buildings, Conveyances, Cell catering Phones, Automated Teller Machines, Internet etc. 3 Coastal shipping 75 50 No credits at present o Admission to entertainment events or access to amusement facilities, “Accept the challenges, so you may feel the exhilaration of victory.” - George S. Patton 10 March, 2012
- 17. UNION BUDGET 2012-13 Service Tax o Transmission or distribution of electricity by an (Whether or not intoxicating) is supplied in any manner electricity transmission or distribution utility, as a part of the activity. o Pre-school and higher education including education as It is expected that present exemption Notifications will a part of an approved vocational education course, be rescinded / modified / merged to limit the exemption o Services by way of renting for residential purposes, Notification. o All modes of transportation by rail (such as Metro, Point of Taxation Rules, 2011 (w.e.f. from 1 April 2012): Mono-Rail etc.) other than first class and air-conditioned o Continuous supply of service amended to include any coaches (including Metered Cabs, Radio Taxis or Auto service provided or to be provided on a recurrent basis, Rickshaws etc.), for a period exceeding three months with the obligation o Transport by Road (except a Goods Transport Agency for payment periodically or from time to time Or Courier Agency), o Rule 6, in respect of continuous supply of service o Toll charges, omitted and merged with Rules 3, 4 and 5 which deal with situations covering a change in the effective rate of o Services by the Government or A Local Authority tax and taxation of new services. excluding certain specified services o Rule 2A inserted to define the date of payment as the o Services by the RBI earlier of the dates on which the payment is entered in o By a foreign Diplomatic Mission located in India the books of accounts or credited to the bank account of the person liable to pay tax except in certain specified o Specified services in relation to Agriculture cases o Betting, Gambling or Lotteries, o A new Rule 8A inserted as a residual rule, to ascertain o Service by way of extending deposits or loans in so far the point of taxation by way of best judgment where the as consideration is by way of interest/ discount and sale taxpayer is unable to submit the details regarding the and purchase of foreign currency between banks and date of payment or date of invoice or both. o Funeral, burial, crematorium or mortuary services Place of Provision of Services Rules, 2012: including transportation of the deceased. o The Government have released “Place of Provision of Proposed Declared Services (Deeming Provision): Services Rules, 2012” for Comments and feedback for To remove ambiguity, certain activities have been specifically the time being, which is covered by “Draft Guidance defined by description as services and referred as Declared Paper-B (GPB). Services under Section 66E, namely: - o The said new rules would replace the existing Export o Renting of Immovable Property, of Services Rules, 2005 and the Taxation of Services (Provided from Outside India and Received in India) o Construction of a Complex, Building or Civil Structure, Rules, 2006. including those intended for sale to a buyer, o Criteria to determine the place of provision of service o Temporary transfer or permitting the use or enjoyment proposed to be classified under the following heads: - of any intellectual property right, a. Location of the service receiver o Development, design, programming, customization, adaptation, upgrading, enhancement or implementation b. Place of performance of services (primarily involving of information technology software (Sale of packaged services related to any goods) or canned software is proposed to be treated as sale of goods), c. Location of immovable property o Agreeing to the obligation to refrain from an act, or to d. Place the where event is held (in the case of event tolerate an act or a situation, or to do an act, related services) o Transfer of goods by way of hiring, leasing, licensing o Where both the service provider as well as the or in any such manner without transfer of right to use recipient are located within the taxable territory then such goods (This entry would cover only activities notwithstanding any of the above criteria, the place of representing the financing transaction in relation to provision of service is to be the location of the recipient delivery of goods on hire purchase or on installment and of service not actual delivery), o Special Rules proposed in respect of the following o Activities in relation to delivery of goods on hire services: - purchase or any system of payment by installments, a. Services provided by a banking company, or a o Service portion in the execution of a Works Contract and financial institution, or a non-banking financial company, to account holders o Portion in an activity wherein goods, being food or any other article of human consumption or any drink b. Telecommunication services provided to subscribers "There are three ingredients in the good life: learning, earning and yearning.” - Christopher Morley 11 March, 2012
- 18. UNION BUDGET 2012-13 Service Tax c. Online information and database access or retrieval o If value of goods is not intimated to State VAT, the services assessees can still calculate the actual value of goods d. Intermediary services and the same will be relevant to deduce the value of the service involved in the works contract; e. Service consisting of hiring of means of transport, up to a period of one month o If the value is not so deduced, and not merely as an option, the value shall be specified percentage of the f. Goods transportation service total value as follows: - g. Passenger transportation service a. For original works: 40% of the total amount (Original h. Services provided on board a conveyance works will include all new constructions and all i. Other notified Services or Circumstances types of additions and alterations to abandoned or damaged structures to make them workable); Service Tax Rules, 1994 (w.e.f. 1st April 2012): b. Other contracts: 60% of the total amount; o As the Export Rules will cease to apply, the required provisions are likely to be incorporated in Service Tax c. For contracts involving construction of complex or Rules. It is stated in the Circular that a transaction building for sale where any part of the consideration will “qualify as export” when it meets following is received before the completion of the building 25% requirements: - of the total amount. a. The service provider is located in Taxable territory; The total amount will be gross amount plus the value of any material supplied under the same contract or any b. Service recipient is located outside India; other contract. c. Service provided is a service other than in the The input tax credit on goods forming part of the property on negative list. which VAT is payable shall not be available as they are not d. The Place of Provision of the service is outside used in the provision of service, which is totally independent India; and of the deemed sale. However taxes paid on capital goods and input services will be available. e. The payment is received in convertible foreign exchange On the aspect of extent of tax payable by Service provider and Service Receiver: o Partnership redefined to include LLP o Time period provided in Rule 4A for issue of invoices o On certain services, Government have provided in new increased from 14 to 30 days (45 days for banks and Rule 2C which is being introduced, for determination financial institutions). Point of taxation on an invoice of value of taxable service involved in supply of food basis to be accordingly determined. and drinks in a restaurant or as outdoor catering by prescribing revised portion at 40% / 60 % respectively o Rule 6(4A) amended to allow permissible adjustments of for Service portion in the supply of food or any other the advance service tax paid, without any limit article of human consumption or drink at a restaurant/ o Option of discharging Service Tax liability on a payment provided from a premises elsewhere (Outdoor basis allowed for all individuals and partnership firms Catering). (including LLP) up to a taxable turnover of ` 50Lakhs, o An important change provided to amend Rule 3 of subject to specified conditions valuation rules to provide that ‘prescribed manner’ o A common simplified registration format for Central in Rule 3 will be applicable only in the cases where Excise and Service Tax has been placed for public valuation is not ascertainable. At present Rule 3 has comments, together with further liberalization in been made applicable to situation where consideration registration requirements, particularly centralized received is not wholly or partly consisting of money, registrations. which is fully covered by the Act. o Likewise a new simplified one page common return o Rule 6 of Valuation Rules prescribes inclusions and with Central Excise: to be called Excise & Service Tax exclusions to the taxable value. Following changes are Return (EST for short) is being introduced. It has also being made here: - been proposed that the cycles for the payment of Service Tax and filing of return should coincide. To this end the a. The Sub-rule (1) would include “any amount tax payment requirement is proposed to be revised as, realized as demurrage, or by any other name, for the Assessees who paid service tax of ` 25 Lakh or more in provision of a service beyond the period originally the previous year, return to be filed on Monthly basis contracted or in any other manner relatable to the and for Others – Quarterly Basis provision of service”. Valuation Rules: b. In sub-rule (2) clause (iv) regarding exclusion of ‘interest on loans’ is proposed for substitution with As per proposed new valuation rule which is being “interest on (a) deposits; and (b) delayed payment introduced to substitute the Works Contract (Composition of any consideration for the provisions made Scheme for Payment of Service Tax) Rules 2007, the value of (services/goods)”. This will keep such amounts the Works Contract is being redefined as follows: - outside the value and thus not be relevant for o Determination of value of service will be - the total reversal of credits under rule 6(3) of CCR, 2004. amount charged for the contract reduced by the value of Interest on loans will now be an exempt income property transferred in goods for State VAT purpose; rather than an exclusion from value. “It is more important to know where you are going than to get there quickly.” - Mabel Newcomber 12 March, 2012
- 19. UNION BUDGET 2012-13 Service Tax c. Under the list of exclusions in sub-rule (2) SR# Description of service Service Service from taxable value “accidental damages due to recipient provider unforeseen actions not relatable to the provision of 1 Hiring of a motor service” is being added. This again is in view of the negative list approach to taxation of services and vehicle designed to to confine inclusions of demurrages to those under carry passengers: category I above and not beyond. With abatement 100% Nil CENVAT Credit Rules, 2004 (w.e.f. 1st April 2012): Without abatement 40% 60% 2 Supply of manpower for 75% 25% o Motor vehicles (except those of heading nos. 8702, 8703, any purpose 8704, 8711 and their chassis, which are only allowed in certain services) included in the definition of ‘capital 3 Works contract service 50% 50% goods’ Finance Act, 1994 (effective from the date of enactment of the Finance Bill 2012): o Rule 4 amended to allow a service provider to take credit of inputs or capital goods on delivery of these, o A proviso to Section 68(2) governing ‘reverse charge irrespective of whether they are brought to the premises mechanism’ inserted to provide that both the service of the output service provider or not provider and service receiver will be considered as persons liable to pay tax on notified taxable services and o Simplified scheme for refunds introduced for service to the extent specified against each one of them. Initially exporters, not requiring any correlation between exports this scheme is proposed to be made applicable (from a and input services used in such exports. Refund to be date to be notified after the enactment of the Finance Bill granted in the ratio of export turnover to total turnover 2012) where the service provider is an individual, firm or o Payment under Rule 6(3) on account of provision of LLP and the service recipient is a body corporate exempt services, where separate books of accounts are o Limitation period for issuing notice under section 73 to not maintained, increased from 5 to 6 percent be extended from 1 year to 18 months o 20 percent credit restriction removed in the case of life o Section 80 amended to provide for penalty waiver on insurance service and management of investment under Service tax payable on renting of immovable property as ULIP Service on 6 March 2012, subject to the condition that Service tax o Rule 7 for input service distributors amended to provide and interest are paid in full within a period of six months that from the date of enactment of the Finance Bill 2012 a. Credit of Service Tax attributable to service used o Provisions pertaining to Settlement Commission for wholly in a unit shall be distributed only to that unit Central Excise Act, 1944 proposed to be extended to and Service tax b. Credit of Service Tax attributable to service used in o Limitation period for filing appeals amended as follows: more than one unit shall be distributed pro-rata on a. Appeals to Commissioner Appeals – reduced from 3 the basis of the turnover of the concerned unit to the months to 2 months sum total of the turnover of all the units to which the b. Appeals to Tribunal – increased from 3 months to 4 service relates months (for Departments) o Rule 9(1)(e) amended to allow availment of credit on tax o Section 89 amended to make prosecution provisions payment challan in the case of payment of Service tax by applicable in the case of ‘evasion of payment of Service the service receiver under the reverse charge mechanism tax’ instead of non-issue of an invoice. o Rule 14 amended to provide that penalty shall be Retrospective amendments under the Finance Act, 1994 imposed only where credit has been taken and utilized (effective from the date of enactment of the Finance Bill wrongly (w.e.f. 17th March, 2012) 2012) Reverse charge provisions: o Rule 6(6A) of the CENVAT Credit Rules, 2004, providing exemption from reversal of credits in respect of services o A proviso to Section 68(2) governing ‘reverse charge provided to SEZs, given effect from 10 February, 2006. mechanism’ inserted to provide that both the service provider and service receiver will be considered as o Exemption provided for setting up of common facilities persons liable to pay tax on notified taxable services and for treatment and recycling of effluents and solid wastes to the extent specified against each one of them. Initially retrospectively applicable effective from 16 June, 2005. this scheme is proposed to be made applicable (from a o Repair and maintenance of roads retrospectively date to be notified after the enactment of the Finance Bill exempted from 16th June, 2005 to 27th July, 2009; and 2012) where the service provider is an individual, firm or o Retrospective exemption also provided on management, LLP and the service recipient is a body corporate maintenance or repair service of non-commercial The three services and the portion of tax payable are as Government buildings from 16th June 2005. follows: - “The best way to predict the future is to create it!” - Jason Kaufmann 13 March, 2012
- 20. UNION BUDGET 2012-13 Budget 2012- 13 – Outlook on Economy CA Anand Lakhotia, Mumbai Neither Bold nor Reformist or Populist Preface: The FY13 budget was set against the backdrop of record slippages, pressing requirement of fiscal consolidation, need to boost the stalled investments cycle, coupled with (most importantly) a fragile political situation. In the budget, while FM touched upon all these economic requirements, he failed to deliver any concrete measure addressing them. On the runaway, adjusting for FM’s ambitious target for spectrum sale and oil subsidies, no meaningful fiscal consolidation has been achieved. In fact, govt has reversed its gear on consolidation in plan expenditure and increased it by ~22% YoY for FY13 compared to a much tempered 11% growth achieved last year. In terms of reviving the investment cycle though, govt has taken some measures which, at best, are only marginally positive. The budget has failed to offer a discernible turnaround to the investment cycle, wherein the political realities (once again) took precedence over economic growth. Record fiscal slippages in FY12; subsidies key factor In the union budget, FM acknowledged record slippages in FY12, printing a fiscal deficit of ~5.9% of GDP, a staggering 1.3% of GDP slippage from budgeted amount. This is the largest fiscal slippage in the past few years, barring FY09 when govt had to provide stimulus midyear to support the economic growth. Slowing economic growth, elevated energy prices and govt’s inability to take tough measures led to the staggering fiscal slippages of ~1.3% of GDP in FY12. Slowing growth and unfavorable market conditions led to a shortfall in revenues, while high crude prices led to large slippages on subsidies target. Indeed, it is the elevated fiscal deficit in the past couple of years that is partly responsible for unfavorable macro-mix of high inflation and sluggish investments. Fiscal slippages in FY13 could be as high as 0.4% of GDP Govt. announces fiscal deficit for FY13 at 5.1% of GDP (against 5.9% in FY12), which may be difficult to achieve. We see risks of slippages, and expect fiscal deficit to be as high as ~5.5% of GDP. While tax revenues are not unrealistic, fuel subsidy is clearly underprovided and revenues from telecom auction also look optimistic. Meanwhile, the plan expenditure growth was budgeted at ~22% YoY, almost double of 11% growth seen in FY12. Overall, there is some attempt towards consolidation, but not enough to mark a shift in the overall fiscal stance. Borrowing likely to exceed target; yields to face pressure We believe that G-sec supply (net) in FY13 is likely to be ~INR5.25trn against budgeted target of ~INR4.8trn. Such a heavy govt. borrowing would keep bond yields under pressure. Moreover, unlike last year, in FY13 govt. might not be able to rely heavily on T-bills to fund the deficit. Hence, the possibility of bond yields inching up towards 8.5-8.6% (YoY) range in the near term cannot be ruled out. Key issues like subsidy have not been tackled No attempt has been made to dissuade diesel consumption by way of levying additional excise duty on diesel cars or raising the price of diesel. This however will have a positive impact on Diesel car manufacturers. Total subsidy provision has been cut by about 12% while fuel subsidy has been cut by 36%, despite the fact that crude prices continue to rule high and the Government has not shown any inclination to free fuel pricing or even move towards it. Contrary to expectations, provision for food subsidy has not risen sharply. Serious threat to achieving revenue numbers Telecom receipts projected for FY13 include an estimated Rs.40, 000 cr + by way of auction of telecom licenses and spectrum fees. Corporate and income taxes are assumed to grow 13.9% while customs and excise duty collections are assumed to rise 22 and 29% respectively. If growth momentum in India does not pick up in the next few months, there will be a serious threat to achieving these numbers. Borrowings by the Government will be Rs.4.79 lac crore vs. Rs.4.36 lac cr in FY12 Service tax proposals to raise an extra Rs.19,000 cr throws up scope of uncertainties, procedural hassles, litigation. Custom and Excise duty hike to raise an extra Rs.27000 cr. Both will have a regressive impact on inflation and the RBI may have to postpone rate cut by a few more months. Borrowings by the Government will be Rs.4.79 lac crore vs. Rs.4.36 lac cr in FY12. This will keep crowding out private sector borrowers and halt fall in interest rates. Access to ECB’s The Budget gives a lot of flexibility/approvals to local companies in different sectors to access ECB. Indirectly it recognizes the limitation of these sectors to raise money from local sources. The Budget has proposed retrospective amendments to overcome effect of adverse judgments. It has also introduced amendments by way of GAAR (General Anti Avoidance Rule), arms length pricing, transfer pricing for domestic entities. These could create fresh issues for the corporate sector. “The unreal is more powerful than the real, because nothing is as perfect as you can imagine it, because its only intangible ideas, concepts beliefs, fantasies that last. Stone crumbles, wood rots, people, well, they die, but things as fragile as a 14 thought, a dream, a legend, they can go on and on.” - Chuck Palahniuk March, 2012
- 21. UNION BUDGET 2012-13 Outlook on Economy Disinvestment While mentioning his targets on divestment, the Finance minister stated about wanting to retain 51% stake. Thereby he gave a socialist touch to the divestment process. Pension provision has shot up by 12.5% to Rs.63183 cr after remaining flat over two years. This could over years be a problem area. Changes in income tax structure On direct taxes, there were very few changes. Individual tax rates have been altered slightly, with the tax exemption limit being raised from INR 180,000 to INR 200,000. Similarly, the upper limit of the 20% income tax slab was raised from INR 800,000 to INR 1,000,000. On deductions too, there have been some changes, the most prominent being the announcement of the Rajiv Gandhi Equity Savings Scheme (RGESS). This scheme allows for income tax deduction of 50% to new retail investors who invest up to INR50, 000 directly into equities and whose annual income is below INR1mn, with a lock-in period of 3 years. This will certainly help boost retail participation in stock markets. This apart, a deduction of up to INR10,000 on interest on savings bank accounts has also been proposed. This should make CASA deposits more attractive for customers, leading to better inflows. STT has been cut by 20% for delivery transactions but no change has been proposed on non-delivery transactions. Hence the disadvantage faced the equity stock exchanges vis-à-vis the commodity exchanges has not been removed. Gainer Sector Comments Infrastructure Investment in infrastructure doubled in 12th Five-Year Plan, tax-free bonds doubled, withholding tax on interest payment on ECBs reduced from 20% to 5%. Logistics 100% deduction allowed on capital expenditure (capex) on container freight stations (CFS)/inland container depot (ICD), increased deduction from 100% to 150% on capex on cold chain warehouses. Retail Reduction in incidence of the excise duty on branded apparels from 4.5% to 3.6% is likely to boost the demand for branded apparels, Power Clear attention on fuel security front; customs duty cut for coal, natural gas, liquefied natural gas (LNG) and coal mining equipment; allocation of tax-free bonds of Rs10,000 crore; ECB fund raising promoted with easier norms. However, no mention of restructuring of SEBs is a negative. Media Exemption of film content from service tax ambit, faster GST roll-out and higher capital availability through venture capital funding. Education/UID Increase in allocation for education protects/skill development/unique identification (UID; Aadhaar) Looser Sector Comments Oil & Gas Lower provisioning of subsidy, no hike in prices of petroleum products and increase in cess Negative for Oil India, ONGC and the oil marketing companies (OMCs). Auto Excise duty hike of over 2% and higher excise on truck chassis Though no announcement of additional excise duty on diesel vehicles Pharma Increase in basic excise duty (from 10% to 12% on bulk drugs and from 5% to 6% on formulations), imposition of alternative minimum tax (AMT) on profits from partnerships Telecommunications Non-tax revenue break-up shows a budgeted estimate of Rs40,000 crore from the auction of spectrum which would be pressure on the cash flow situation on the telecom sector. Plus, increase in service tax would make telecom services more expensive. Hotel Increase in service tax from 10.3% to 12.36% and non-granting of infrastructure status are both negative “Desire is an emotion. In fact, it is THE emotion by which thoughts are turned into things. It is the underlying drive that enables you to face the negatives and apparent failures on your chosen path.” - Thomas D. Willhite 15 March, 2012
- 22. SEBI law & Capital market Offer for sale by promoters through stock exchange mechanism (OFS) – A welcome move CS Yogesh Chande, Advocate, Mumbai Background 6. Sellers are obliged to make an announcement of their The Securities and Exchange Board of India (SEBI) by a intention to sell the shares, at least one clear trading circular dated 1 February 2012 1 (Circular), has permitted the day [and not one trading day]4 prior to the opening Bombay Stock Exchange Limited (BSE) and National Stock of the OFS. The announcement should contain Exchange of India Limited (Stock Exchanges) to provide a information prescribed in the Circular5 . Advertisement separate window i.e. apart from the existing trading system pertaining to the OFS can be made only after the for the normal market segment, to facilitate promoters of announcement / notice of OFS has been made. Contents listed companies to dilute/offload their holding in listed of the advertisement should be consistent with the companies in a transparent manner with wider participation. announcement / notice issued to the Stock Exchanges. This was approved at the board meeting of SEBI held on 7. All expenses relating to the OFS will have to be borne by 3 January, 2012. the Sellers6 . Following are the salient features of the Circular 8. Sellers are required to appoint broker(s) for the purpose 1. Promoter / promoter group entities (Sellers) (that are of OFS. Same broker is permitted to carry out the buy eligible for trading) of listed companies which are transaction on behalf of the buyer(s). required to comply with minimum public shareholding 9. Sellers have an option to declare a floor price, either in requirements2 in terms of Securities Contracts the announcement or in a sealed envelope to Designation (Regulation) Rules, 1957 can avail the OFS window. Stock Exchange (where the orders shall be placed) (DSE) 2. Sellers which belong to top 100 companies based on before opening of the OFS in which case, the floor price average market capitalization of the last completed shall not be disclosed to anybody including the selling quarter can also avail the OFS window to dilute their broker(s). The sealed envelope shall be opened by DSE shareholding. only after the closure of the OFS and the floor price shall be informed to the market. In case the floor price 3. The Sellers should not have purchased and/or sold is disclosed, no bids shall be accepted below the floor the shares of the target company in 12 weeks prior3 price and no allocation will be made in case the bid is to the OFS (Eligibility to sell). The Sellers will have to below the floor price. undertake, not to purchase and/or sell shares of the target company for a period of 12 weeks after the OFS. 10. Duration of the OFS cannot exceed one trading day and the orders will have to be placed by the trading 4. All investors registered with the brokers of the Stock members (selling brokers) during trading hours7. Exchanges, other than the Sellers, will be eligible to buy the shares to be sold by the Sellers. 11. The order placement should be made through a separate window for the purpose of OFS. The modalities of the 5. The minimum size of OFS should be as follows: order placement have been prescribed in clause 5(e) of Minimum size of OFS / Paid-up share capital the Circular. Dilution 12. There is no price band for orders/bids placed in the 1% of paid-up share More than Rs. 25 crore OFS. capital, subject to a at closing price on the 13. Buyer(s) will have to pay 100% of the order value in minimum of Rs. 25 crore specified date* cash up-front. Correspondingly, entire quantity of the 10% of paid-up share Less than Rs. 25 crore shares proposed to be sold will have to be deposited by capital or such lesser at closing price on the the Sellers prior to the OFS as margin. percentage so as to specified date* achieve minimum public 14. Minimum of 25% of the shares offered is required to be shareholding in a single reserved for mutual funds and insurance companies tranche. subject to allocation methodology8. There is an option as regards allocation methodology i.e. either on a * Specified date means the last trading day of the last price priority basis (at multiple clearing price) or on completed quarter. a proportionate basis at a single clearing price. No 1 and subsequent clarifications by circular dated 23 February 2012 and 27 February 2012 2 25% 3 It will have to be examined whether, this will include for example “inter-se” transfer of shares if any, between the promoters 4 i.e. T minus 2, T being the trade date 5 Clause 5(b) of the Circular 6 Section 77(2) of the Companies Act, 1956 7 Currently 9.15 am to 3.30 pm IST 8 Unsubscribed portion thereof can be made available to other bidders 16 “There are three ingredients in the good life: learning, earning and yearning.” - Christopher Morley March, 2012
- 23. SEBI law & Capital market Offer for sale by Promoters single bidder other Thus, there is no “consultation process” involved than mutual funds and between the DSE, either with the Sellers or the selling insurance companies can broker, at the time of actual allocation of shares by the be allocated more than DSE. However, the DSE will have to ensure that, the 25% of the shares being spirit of the Circular i.e. the allocation is not only done offered through OFS. in a transparent manner but also results in scattered 15. The settlement will allocation of the shares. take place similar to G. SEBI has correspondingly amended clause 40A of the “trade-to-trade” basis9 equity listing agreement10 and has included OFS as one and will be completed on a T+2 basis. of the mode for diluting promoter shareholding. 16. The OFS once announced can be withdrawn prior to H. It appears that, the brokers will have to comply with its proposed opening. There shall however be a gap of the provisions of SEBI circular dealing with disclosure 10 trading days from the date of withdrawal before a of trade details of bulk deals i.e. with respect to all subsequent OFS can be launched. transactions in a scrip where total quantity of shares 17. Cancellation of OFS during the bidding period is not bought/sold is more than 0.5% of the number of equity permitted. shares of the company listed on the Stock Exchanges. Some observations I. As regards clause 5(b) of the Circular i.e. announcement / notice to Stock Exchanges of the OFS, though A. The Circular is an additional window (other than the the responsibility is of the Sellers to make such “block deal” window) available on the Stock Exchanges an announcement, it is not clear whether such an for specific purposes mentioned above. announcement can be routed by the Sellers through B. The Stock Exchanges will have to issue a list of top 100 the target company which in turn will inform the Stock companies based on average market capitalization of Exchanges about the same or should the Sellers directly the last completed quarter after the completion of every inform the Stock Exchanges about the same. quarter. J. Again from a diligence perspective, the Sellers will have C. There is no mandatory requirement under the Circular to be careful as regards provisions of SEBI (Prohibition to appoint a SEBI registered merchant banker for of Insider Trading) Regulations, 1992 (Regulations) conducting OFS. prior to affecting the sale through OFS because they D. As regards clause 3 mentioned above (i.e. Eligibility have superior access to information pertaining to the to sell), the Sellers will have to carry out a thorough target company. It will also be crucial at what point due-diligence to ensure that, none of the entities in time, the Sellers will inform the target company (as forming part of the promoter/promoter group have mentioned in I above) about their intent to dilute their purchased and/or sold the shares of the target company shareholding in the target company, and whether such during the stipulated period prior to the OFS. From a an event would require closure of the “trading window” diligence perspective, there could be issues typically by the target company in terms of the Regulations, in case of companies, where, for example either: (i) till the information remains unpublished. Adequate the promoter group is too large and there is no system “chinese walls” also need to be in place between the in place to ensure this; or (ii) the compliance officer is Sellers and the target company, till the time information not adequately kept informed about the trades; or (iii) pertaining to OFS is unpublished. there are factions within the promoter group leading to K. Needless to say that, the Sellers and the buyer(s) miscommunication etc. will have to comply with the applicable reporting E. The OFS window will be an “anonymous” trading requirements prescribed under the Regulations and window as far as the identity of the bidders is concerned, under the SEBI (Substantial Acquisition of Shares and though the “category” of the bidders (e.g. mutual fund, Takeovers) Regulations, 2011. insurance company) would be known. Identity of the On 1 March 2012, the President of India acting through Sellers will be known to the bidders and the buying and represented by the Ministry of Petroleum and brokers. Natural Gas, Government of India, sold 427,774,504 F. The responsibility of allocation of shares is vested with equity shares held in ONGC by adopting the OFS the DSE based on the methodology disclosed in the window provided by the Stock Exchanges. notice by the Sellers as explained in clause 14 above. 9 Selling / buying of shares in that scrip results into giving / taking delivery of shares at gross level and no intra-day netting off / square off facility is permitted, unlike in case of a “compulsory rolling settlement” 10 Circular dated 8 February 2012 “If you don’t design your own life plan, chances are you’ll fall into someone else’s plan. And guess what they may have planned for you? Not much.” - Jim Rohn 17 March, 2012
- 24. SEBI LAW & CAPITAL MARKET Structured Products – An innovative instrument CS B. Renganathan, Senior Vice President & CS Sachin Khandelwal, Assistant Vice President, Edelweiss Financial Services Limited, Mumbai Background Terminologies Traditionally, the main avenues of investment have been Formula-based Returns: The returns on Structured either investing directly in stocks, equity based mutual funds products are based on specific formulas that are tailored to or in fixed income securities like corporate and government suit a particular market outlook or the risk appetite of an bonds. Structured products in the nature of debentures individual investor. These formulas generally include:- the have been created as an alternative to direct investment price of the underlining asset at the initial valuation date and underlying asset to give additional benefits to the investor. at maturity. What is a structured product? The participation rate: The participation rate provides a return equal to the percentage change in the underlying Structured products are securities, the returns of which asset. (The rate could be 100%, less than 100%, or greater are derived from or based on a single security, a basket of than 100%. ) securities, an index of securities, a commodity and the like. Functioning of a structured product The main feature of these instruments being – to have the return linked to the performance of underlying assets instead Simple structured product is a NCD with a fixed tenure of a pre-determined interest rate, payable at some intervals. which will pay returns based on an underlying security. Derivatives are good instruments to expresses complex non Example 1:, linear views on markets. However the lack of sophistication NCD – Principal Protected and understanding have given rise to investments in Investment – Rs. 10 Lakh (Nifty linked for 2 years) structured products, which have the characteristics / features of a derivative and are bespoke. Participation Rate – 115 per cent Returns: after 2 years = Capital + 115% of the Nifty return With the advent of structured products, many HNI investors are now able to invest for more exotic payoffs compared to Scenario I Scenario II linear payoff they used to realize from their cash investments. Invested amount (A) Rs. 10,00,000 Rs. 10,00,000 There are no standardized structured products, the terms, Nifty at purchase date 4,500 5,700 payout and risk profile of each instrument is bespoke and determined at the time of issue by the issuer. Nifty at end of two years 5,700 4,500 Nifty Return (B) 26.67% - Structured products in India are different from the complex Participation rate (C) 115% 115% securitised debt that has been the centre of the financial crisis in the global markets. These are a relatively new category of Effective Nifty return (B*C) 30.67% - investment options here and are available in the form of Non Return on basic investment Rs. 3,06,700 - Convertible Debentures (NCDs) that have returns linked to (at the end of second year) underlying stock indices such as the Nifty, interest rates or (D) baskets of stocks. Total returns (A + D) Rs. 13, 06,700 Rs. 10,00,000 (Annualised return works out to around 15 % on this product) Example 2: Amount invested -- Rs. 100 out of which Issuer Company invests Rs. 80 in Debt and the balance Rs. 20 is invested in Nifty. Investment in Debt (with a return Rs. 80 of 6-7% p.a) A Investment in Nifty (B) Rs. 20 Tenor 40 months Interest on debt at the end of 40 Rs. 20 months Total amount accumulated from Rs. 100 investment in Debt X- (A+B) For balance of Rs.20 invested in Refer example 1 Nifty above for returns “Wanting something is not enough. You must hunger for it. Your motivation must be absolutely 18 compelling in order to overcome the obstacles that will invariably come your way. “ - Les Brown March, 2012
- 25. SEBI LAW & CAPITAL MARKET Structured Products - An innovative instrument While this is a simple structure, more complex structures using quantitative strategies could be deployed, depending on the risk profile of the investor to generate higher returns. Investors and Issuers of structured products As of now Structured products are privately placed and typically offered to high net worth individuals. Sophisticated structured products, depending upon the market conditions, can be specially created for a set of clients. The ticket size generally is Rs. 10 lakh upwards. Presently only Financial Services companies like BoA Merrill Lynch, Citicorp, Edelweiss and Kotak offer such products. They are distributed by wealth management firms, typically foreign and private sector banks to their high net worth clients. One product could differ from the other based on its tenure, participation rate and trigger conditions. The benefits of structured products include: • principal protection Securities which do not promise to return the principal • Listing amount in full at the end of the tenor of the instrument, • diversification benefits (if the product is linked to an i.e., ‘principal non-protected’ shall not be considered as index or a basket of securities) debt securities under R.2(d) of SEBI (Issue and Listing of Debt Securities) Regulations, 2008 and therefore will not • reduced risk – capital protection be eligible for issue and listing under the said regulations • tailor made to the risk appetite of the investor [“Guidelines”]. Disadvantages of structured products may include: “private placement” means an offer or invitation to less than fifty persons to subscribe to the debt securities in terms • credit risk - structured products could be unsecured of sub-section (3) of section 67 of the Companies Act, 1956 debt (1 of 1956); • lack of liquidity - structured products rarely trade after Essential conditions to be complied by an Issuer to get its issuance and anyone looking to sell a structured product debt securities listed on a issued on a private placement before maturity should expect to sell it at a significant basis: discount • Minimum net worth of the Issuer - at least Rs.100cr. • no daily pricing - structured products are priced on a matrix, not net-asset-value. Matrix pricing is essentially • Investment restriction: Minimum of Rs. 10 Lakh per a best-guess approach investor • highly complex – difficulty in understanding the returns • Credit rating of debt securities - from at least one credit rating agency registered with SEBI; Regulations • A detailed scenario analysis / valuation matrix showing Considering the complex nature of these instruments value of the security under different market conditions and being a relatively new investment alternative SEBI such as rising, stable and falling market conditions shall has mandated the Issuers to comply with the following be disclosed in the offer document. regulations/guidelines : • Risk factors shall prominently state: • The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 Securities are subject to model risk (‘regulations”) In case of Principal / Capital protected market • Guidelines for Issue and Listing of Structured products linked debentures, the principal amount is subject / Market Linked Debentures issued in accordance to the credit risk of the issuer with SEBI circular no. Cir. /IMD/DF/17/2011 dated • Appointment of a third party valuation agency by the September 28, 2011 (‘Guidelines”) Issuer - a credit rating agency registered with SEBI. Key definitions • The debt securities proposed to be listed are only in “debt securities” means a non-convertible debt securities dematerialized form which create or acknowledge indebtedness, and include • Disclosures as specified in of the Regulations debenture, bonds and such other securities of a body corporate or any statutory body constituted by virtue of a • Continuous compliance with Listing agreement for debt legislation, whether constituting a charge on the assets of securities the body corporate or not, but excludes bonds issued by • Conclusion/Learning: While financial product Government or such other bodies as may be specified by the innovations should be encouraged to have a vibrant Board, security receipts and securitized debt instruments capital market, it is necessary that the same is wrapped [“Regulations”]; within the robust regulatory framework. “No one should negotiate their dreams. Dreams must be free to fly high. No government, no legislature, has a right to limit your dreams. You should never agree to surrender your dreams.” - Jesse Jackson 19 March, 2012
- 26. CORPORATE law Regularisation of Share Capital in a Company CS Dilip Kumar Jain (Dr.), Practising Company Secretary, Indore BRIEF PROVISIONS UNDER THE COMPANIES ACT, dividends governing two such classes of shares in which 1956 RELATING TO THE SHARE CAPITAL one class is given a preferential treatment over the other. BASIC CHARACTER OF SHARE CAPITAL The effect of section 85 read with section 86 is that all share capital which is not preference share capital is equity share According to section 2(46) of the company’s act “share means capital and, for the purpose of being brought within the share in share capital of a company and include stock except purview of preference share capital, the conditions to be where a distinction between stock and shares is expressed satisfied are that as respects dividends, it carries or will or implied”. carry a preferential right to be paid a fixed amount or at a The Supreme Court of India approved the above definition fixed rate and as respects capital, it carries or will carry, on a of shares in Commissioner of income tax v.Standard vacuum winding up or repayment of capital, a preferential right to be oil company (1966) comp.Lj 187 (SC) and observed.”by repaid the amount of the capital paid. [Bihar State Financial a share in a company is meant not any sum of money but Corporation v CIT (1976) 46 Comp Cas 155 (Pat)] an interest measured by a sum of money and made up of Types of preference shares diverse rights conferred on its holders by the articles of the company which constitute a contract between him and the Preference shares may be classified into the various categories company and may carry preferential rights as per the provisions of the articles of the company. In terms of the provisions of section 86 of the Companies Act, 1956 the share capital of a company limited by shares is (i) Cumulative preference shares of two kinds, namely:— (ii) Non-cumulative preference shares (a) equity share capital (iii) Participating preference shares (b) preference share capital. (iv) Non-participating preference shares (v) Redeemable preference shares Equity share capital means all such share capital, which is not preference share capital. (vi) Convertible preference shares EQUITY SHARE CAPITAL (vii) Non-convertible preference shares Equity share capital and rights attached thereto Whether preference shareholder is counted for the purpose of calculating 50 members under section 3 (1)(iii) of the Section 86(a) of the Act provides that the equity share capital Act? may be in two categories viz:— It is felt that if the same person subscribes to both equity (i) with voting rights; or and preference shares, such person will be treated as one (ii) with differential rights as to dividend, voting or member and not two members provided all the particulars otherwise in accordance with such rules and subject to furnished by the person subscribing to both preference and such conditions as may be prescribed. equity share capital are same for the purpose of entering PREFERENCE SHARE CAPITAL the details in the Register of Members as per section 150 of the Companies Act. It should also be noted that such A company limited by shares may, if authorised by its persons’ name will be removed in case the preference shares articles of association, issue preference shares. This means are redeemed and the total share holding of such person that a public company or a private company may issue stands nullified alternatively in case the preference shares preference shares only if, its articles authorise to do so. are converted into equity shares the fresh allotment will be Basic requirements of the preference shares credited into such persons’ existing folio number and the shareholding will stand increased. Preference shareholders To qualify the preference share, it should fulfill the following are members within the meaning of the Act and will be requirements namely:— counted for the purpose of calculating 50 members under (a) that it carries or will carry a preferential right to be paid section 3(1)(iii) of the Act. dividend of a fixed amount or at a fixed rate; and Period for redemption (b) that it carries or will carry a preferential right to of preference shares repayment of capital paid up where or not there is any Section 80(5A) of the other preferential right. Act provides that (c) the company must have equity shares with voting w.e.f. 1-3-1997, a rights before issuance of preference shares, so that the company cannot issue preference can be given on equity shares. preference shares The Patna High Court has held that before there can be which is irredeemable preference shares, there must be at least two classes of or redeemable after the expiry period of “Dreams are renewable. No matter what our age or condition, there are still untapped possibilities 20 within us and new beauty waiting to be born.” - Dale E. Turner March, 2012
- 27. CORPORATE LAW Regularisation of Share Capital in a Company 20 years from the • Subscribed: It is a part of the issued share capital, which date of its issue. If has been subscribed by the public in case of a public a company fails to limited company and includes shares purchased by the comply with the vendors. provisions of section • Called up: It is the sum of total amount called on all 80A, the company, shares comprised in the issued and subscribed capital. and every officer of If the full value of the shares is called up on application the company who is then the subscribed capital and called up capital will be in default, shall be the same. punishable with fine which may extend to • Paid up: This consists of the amount actually paid Rs. 10,000 for every up or credited as paid up on the shares subscribed. day during which Share premium received on issuance of shares are such default continues and every officer of the company in not considered in the paid up capital and hence, it is default shall be punishable for a term which may extend to 3 separately shown as security premium account in the years and shall also be liable to fine. reserves and surplus. In Sahu Cylinders & Udyog (P) Ltd. v Registrar Companies • Uncalled: This is a part of the subscribed capital, which (2007) 80 SCL 37 (Mad.), it was held that while consent of has not been called up but it may be called up in future. Company Law Board (CLB) may have to be obtained by a • Reserved: It is that part of uncalled capital which company for issuance of redeemable preference shares by company has decided to call on liquidation of the virtue of stipulations contained in section 80A, it cannot company and is termed as reserved capital. be said that such a consent should have been mandatorily obtained in advance and in absence of any such prior consent, CERTIFICATE OF SHARES any company can be wholly prevented from applying for Share certificate shall be prima facie evidence of the title such consent after issuance of redeemable preference shares. of shares Requirement for redemption of shares A certificate issued under the common seal of the company, Section 80(1) provides conditions for redemption of specifying any shares held by any member, shall be prima preference share which has to be complied with by a facie evidence of the title of the member to such shares. In company:— case of Elias Masso v Skybiz India (P.) Ltd. (CLB), it was held that only a prima facie opinion can be formed on the (1) The preference shares shall be redeemed out of profits basis of a share certificate, it is not a conclusive proof of the of the company, which would otherwise be available for title of the shares. No reliance can be placed on the share distribution as dividend or out of the proceeds of a fresh certificates, which are not dated and do not bear company’s issue of shares made for the purpose of redemption. common seal, issued to him in violation of section 84 read (2) Only fully paid preference shares shall be redeemed. with rule 6 of the Companies (Issue of Share Certificates) (3) The premium, if any, payable on redemption shall be Rules, 1960. provided out of profits or out of the company's security Time limit for issuance of share certificates premium account, before the shares are redeemed. Every company pursuant to section 113 shall within 3 months (4) Where any preference shares are redeemed out of of allotment of shares or debentures, issue certificates. profits, a sum equivalent to the nominal value of the The certificates after registration of transfer, shall also be shares redeemed shall be transferred to the capital delivered within 2 months. Under section 113 allotment redemption reserve fund. of shares, which shall be the date on which the offer of Presentation of the share capital in financial statements allotment of rights issues has been accepted by the petitioners by depositing the amount, the company is bound to issue A company has to disclose its share capital in the various share certificates within the period of three months. If share statements and returns viz Annual Return, Balance Sheet, certificate is not issued within the period of three months Forms and various applications to be submitted to various and if the company has not obtained the order of extension authorities from time to time. It has to represent the status of period from the CLB for issuance of share certificates, the of share capital as per requirements, which may be shown period of limitation commences for enforcement of rights for as under: issuance of shares and consequently on completion of three • Authorised: The capital clause of the Memorandum months from allotment of shares by the company period of of Association of a company contains description of limitation for recovery of the amount shall commence under the authorised share capital. This is the capital with article 47 of the Limitation Act, 1963. [Gurdino Jiwatram which a company is to be registered originally or the Kukreja v Eastern Mining and Allied Industries Ltd. (2004) increased authorised share capital as the case may be. 121 Comp Cas 762 (Gau)] The company is required to pay adequate registration Significance of issuance of shares certificates fee to the concerned ROC. The moment shares had been allotted, share certificates • Issued: Issued capital is a part of the authorised capital, signed and the shareholder's name is entered in the register which is offered for subscription in form of shares of maintained for the purpose, the person would become the the company. It also includes share capital issued for shareholder of the company irrespective of whether the consideration otherwise than in cash. person had received the share certificate or not. A share “Don’t limit investing to the financial world. Invest something of yourself, and you will be richly rewarded.” - Charles Schwab 21 March, 2012
- 28. CORPORATE GOVERNANCE Regularisation of Share Capital in a Company certificate is not a representation of continuing ownership COMMON IRREGULARITIES IN RELATION TO THE as long as the certificate remains in existence. "The only SHARE CAPITAL OF A COMPANY representation is that at the date of the certificate the person As above we have discussed the provisions of the companies named therein was owner of the shares." [Per Romer, LJ Act, 1956 relating to the share capital and share certificates in Rainford v James Keith & Blackman and Co Ltd (1905) in context with the small public limited and private limited 2 Ch 147, 154 (CA)] If therefore the owner of shares, A companies, which has been focused here. In the context transfers his shares to B but retains the certificate and B is of the above said requirement, the followings are the non registered by the company notwithstanding the absence compliances which are very commonly committed by the of the certificate, whereupon A borrows from C pledging companies and the professionals and adopted as practice, the original certificate C will have no remedy against the which are very dangerous in the context of the e-filing company. [Longman v Tramways Ltd (1905) 1 Ch 646 (CA)] mechanism as well as the strict watch by exchequers and Service of share certificates other regulating authorities, which needs to be considered When a document is sent by post, service thereof should be and adequate steps is desirable from the corporate as well deemed to be effective by properly addressing, prepaying as professional while discharging their obligations towards and posting the letter containing the document. The the companies. presumption, which had been raised under section 53, Acceptance of share application money in excess of the was reputable and a shareholder might allege that he had authorized share capital not been delivered the share certificate or that it was not properly addressed. Section 113 only requires company to It is a very generally asked question is there any provision in the keep certificates ready for delivery and does not impose an Companies Act, 1956 which authorize a company to accept, hold obligation on company to deliver them. and retain and utilize the proceeds received on What is punishable under sub-section (2) of section 113 account of share capital is non-delivery in accordance with the provision laid money, in the situation down under section 53 of the certificates of shares within where the Company is prescribed time. So, if the documents are posted within not having adequate stipulated time, there would be compliance of section 113 authorized share capital and there would not be any offence. [Jayaram (H.V.) v to accommodate the Industrial Credit & Investment Corpn. of India Ltd. (2000) allotment of the shares 99 Comp Cas 341 (SC): (2000) 23 SCL 64 (SC)] In the case of for the share application Herdilia Unimers Ltd. v Renu Jain (1998) 92 Comp Cas 841 money received? (Raj), the registration receipt produced was bulk registered receipt from which it was not evident whether it was sent to In fact there is registered address and/or on the basis of a document, which no restriction on was not complete in itself. acceptance of the share application money in excess of the existing paid up capital and the amount of share capital Stamping of share certificates received by a company can be hold and utilized for the Every shares certificate shall be stamped in terms of the lawful business activities. However, as the company has Stamp Act/Rules applicable at the place of execution and intention to make allotment of shares, whether at par or issue, which is generally the place of registered office of the on premium, it is desirable to make absolute compliances, company. and on the first increase the authorized share capital well in Sealing and signing of certificates advances to justify its intention as well as must receive the share application form completed in all respected including Every share certificate shall be issued under the common a copy of the PAN for each transaction along with the seal of the company and shall be signed by two directors amount of share application money showing the amount or by persons acting on behalf of the directors under a duly of premium and paid up value, whether the application is registered power of attorney and by the secretary or some being made for fully paid up or partly paid up shares. other person appointed by the Board. If the composition of the Board permits one of the two directors mentioned above Receipt of the amount by a company is always a matter shall be other than the managing or whole time director, if of scrutiny by the assessing officer of the Income Tax any. The directors may sign manually or their signature may Department and the Registrar of Companies, therefore, be machine printed.. proper absolute procedure must be followed to justify the same and to avoid the amount for addition in income. Register for particulars of share certificates issued Particulars of share certificates issued after allotment of shares shall be entered in the Register of members. The particulars of certificates issued in replacement of certificates sub-divided or consolidated or damaged or lost will be entered in the Renewed and Duplicate Share Certificates Register. All the entries made in the said Registers shall be authenticated by the Company Secretary or such other person as may be appointed by the Board for sealing and signing the share certificates. (To be continued.....) “Let your life mean something. Become an inspiration to others so that they may try to do more and 22 to become more than they are today.” - Thomas D. Willhite March, 2012
- 29. OTHER EMERGING AREAS New Opportunities: India and the KPO Industry CS Jatin Popat, Practising Company Secretary, Mumbai What is KPO? growth of outsourcing high-end processes to India. Knowledge Process Outsourcing [KPO] is an umbrella term In today's competitive environment, the focus of an for a professional ‘knowledge bank’ crossing various fields organisation is primarily concentrated on areas of core- from legal, finance, accounts, tax, company law, compliances specialisation and core-competency, while the rest of the to IPR and engineering of all types of services: IT & ITES, activities that require specialised knowledge, is outsourced analytics, R&D, Architect, Designing, etc. to KPOs better suited to take care of these areas essential to KPO, that targets senior level processes, is one step higher the smooth running of an organisation. Many companies than BPO (Business Process Outsourcing) that mainly targets and organisations have come to realise that outsourcing middle and junior level processes. In fact, the dispensing non-core activities is not only cost-effective and improves of this specialised knowledge in any organisation can be efficiency, but also ensures the entire business grows as there defined as a chain of high value-added processes where is concentrated focus on key areas of the business activity. the achievement of these objectives is highly dependent The specialised knowledge that KPOs offer typically include on the skills, domain knowledge and experience of the FPO (Finance Process Outsourcing), LPO (Legal Process people carrying out the activity be it CAs, CS, Lawyers, Outsourcing) TPO (Tax Process Outsourcing) Research Engineers or IT Engineers. Process Outsourcing (RPO), With the outsourcing of such Analysis Process Outsourcing high value-added process a (APO), Intellectual Property as new business activity emerges, well as Patent-related services, generally known as Knowledge Engineering Services, Web Process Outsourcing. In fact, it Development application, is the evolution and maturity CAD/CAM Applications, of the Indian BPO sector that Business Research and gave rise to yet another wave Analytics, Legal Research, in the global outsourcing Clinical Research, Publishing, scenario: Knowledge Process Market Research etc. Outsourcing. The success In its annual publication achieved by many overseas Strategic Review 2005, companies in outsourcing the National Association Business Process Operations of Software and Services to India has encouraged many Companies (NASSCOM) [the of the said companies to start Indian Chamber of Commerce outsourcing their high-end that serves as an interface to the Indian Software industry], knowledge work as well. had predicted that the high-end activity of the BPO industry, These KPO business entities typically provide domain- Knowledge Process Outsourcing, could be worth $15.5 based processes, advanced analytical skills and business billion by 2010. According to NASSCOM’s 2010 report, the expertise, rather than just process expertise. Therefore, the Knowledge Process Outsourcing industry was expected to KPO Industry not only handles a larger amount of highly- reach USD 17 billion by 2010, of which USD 12 billion would skilled work compared to the BPO Industry, but it also be outsourced to India. Another report predicted that India derives its strength from a far greater depth of knowledge would capture more than 70 percent of the KPO sector by that is required, in addition to wider experience and greater 2010. Apart from India, countries such as Russia, China, the judgment that is fundamentally a contrast to a BPO that Czech Republic, Ireland, and Israel are also expected to join concentrates more on size, volume and efficiency. Billing the KPO industry. The Industry is growing at a rate of more rates for KPOs are higher at $30-45 per hour, compared to than 30% annually. just $10-14 in the BPO business. In addition, the growth rate Market Experts Speak: of the KPO industry will be 10% higher than that of the BPO India’s Competitive Advantage: sector. In a nut-shell, cost-saving, operational efficiency, availability of and access to a highly-skilled talented “India still maintains the competitive advantage for workforce and high-quality specialised services are all the providing, the combination of the most cost-effective and underlying reasons that have contributed to the phenomenal high quality manpower - this is India's strength in the “Many persons have a wrong idea of what constitutes true happiness. It is not attained through self-gratification but through fidelity to a worthy purpose.” 23 - Helen Keller March, 2012
- 30. OTHER EMERGING AREAS New Opportunities: India and the KPO Industry off-shoring business” - Achal Khanna, Country General Manager, Kelly Services. Skilled jobs and expertise of Doctors, Engineers, CAs Architects etc.: "Over the past year or two, the outsourcing industry has been throwing up jobs for Doctors, Engineers, CAs, Architects……Unlike the first wave which was more about entering data and answering phone calls, these jobs involve skill and expertise." - Jacob William of the Bangalore-based Outsource2India, which employs 500 people and offers Knowledge Process Outsourcing services in areas that command the biggest business. Talent is more affordable: "Law firms in the US charge an average of $400-450 per hour, and we do the same work for $75 to $100 an hour." - Kamlani, an outsourcing provider in Bangalore. KPO salaries 25-50% higher: In fact, it is speculated that, in the Indian context, KPO salaries could be 25-50 per cent higher than those offered in Costing, MIS and Analytics the same domain to other experts such as engineers, doctors, Financing: Budgeting/Funding/Banking Reporting CAs, lawyers, architects, biotechnologists, economists, statisticians and MBAs. Legal Matters: Contracts / Litigations Opportunities for Professionals, including CS in Practice IPR Portfolio Management and Employment Pay Roll: monthly IT / ITes services have put India on the fast track in the Human Resource: recruitment, training, appraisals global industry scenario, which includes a large portion IT / ITes: strategy, software development, system on the outsourcing concept. Similarly, as we have seen, for improvements many years our CS professional friends provide professional advisory services, in addition to providing outsourcing/ Engineering: research, drawing/design, auto-cad retainership services to SME / Mid-level companies in the In India, we still need multi-disciplinary firms under which areas of company law, compliances, corporate governance various professionals can join hands to offer ‘Under One matters. In the same way, professionals like CAs / lawyers Roof’ outsourcing services of knowledge to SME / Mid-size / engineers also provide similar professional advisory companies / Foreign company subsidiaries / Subsidiaries of services, as well as need-based outsourcing services by way Large or Listed companies / NGOs / Trusts / Government of retainership. Companies. However, till recently, our professionals, other than IT Such an arrangement is a “win-win” model for professionals professionals, did not consider such retainership services as well as companies. Companies can avail of high-end as ‘outsourcing’, but it is now time to establish structured professional knowledge-based services “Under One Roof” professional services for our profession as well as other which will facilitate faster and greater growth for the professions. Such structured outsourcing services, including company which will also be law-compliant - all this at a company law, compliances, corporate governance etc., reasonable cost to company. Often, our professional friends are also covered under KPO services umbrella. In other in employment or CFOs responsibilities of overseeing a large developed countries, such services are provided as number of companies / subsidiaries / foreign subsidiaries outsourcing under corporate structure which employs many for overall compliances [including accounting / audits / tax professionals such as CS, CAs/CPAs, lawyers, IT and HR / company law / legal / FEMA / IPR compliances] are short professionals and engineers through which ‘Under One of qualified manpower to comply in time resulting in short- Roof’ KPO services for the following matters are provided: compliances. Appointing a KPO company for such matters Accounting: policies, SOP, internal audit can support CFO / Compliance Officers / Entrepreneurs to achieve their goals easily by relieving them of the tension of Taxation: deduction/levy, payments, filing of returns handling routine matters. Company Law Services: registers, minutes, advisory, We, as professionals, must seize this upcoming opportunity filing of returns to have structured organisations similar to the Indian IT Overall Compliances: audits and reporting Industry model in which we have seen small IT professional FEMA compliances firms transforming themselves into large outsourcing “Only as high as I reach can I grow, only as far as I seek can I go, only as deep as I look can I see, only as much as I dream can I be.” - Karen Ravn 24 March, 2012
- 31. OTHER EMERGING AREAS New Opportunities: India and the KPO Industry companies, providing such services to Fortune 500 Overall Corporate Compliances companies. As Indian IT knowledge has been recognised and accepted globally, we, other professionals, must marshal Accounts our resources to develop and practise an “outsourcing model” which can generate good revenue as fixed income, besides exploring the possibility of establishing an ‘All-India presence’ using the ‘associate tie-up’ model. Our knowledge Employees Tax Legal & Govt. Approval in this industry gives us the ‘edge’ when employed as CS in top KPOs in India such as Genpact, Pangea3, Evalueserve, Copal Partners; thus, our friends can venture into ‘KPO’ as FDI / IPR entrepreneurs as many have done in past. Direct & Indirect Tax Legal Process Outsourcing Advisory Drafting Litigation • Strategies • Contracts • Civil/Criminal • Policy • Notices / • Regulatory • Framing Replies IPR Management Trade- Mark Patent Accounts / Tax / Payroll Copyright IT/ITes Consulting & Planning Development Implementation & Support Human Resources Company Law Matters • Framing of Policies Strategies • Drafting of Manuals • Policies Advisory Recruitment • Remuneration for Tax Savings Statutory Records • Monthly for PF, PT, ESIC Compliances • Annual Filing Periodical Regulatory Filing Approvals “Success doesn’t come to you - you go to it.” - Marva Collins 25 March, 2012
- 32. SOFT & COMMUNICATION SKILLS Listening Skills CS Rohit Jain, Practising Company Secretary, Nagpur Listening is the most powerful form of acknowledgment • You listened for what you wanted to hear. …a way of saying, “You are important.” • You were too tired mentally to work at paying attention. Effective communication is a 2-way process – depends on • There were outside noises and distractions. speaking and listening. • The speaker had poor delivery – slow, windy, irrelevant, Formally, we have had NO training in Listening but this skill rambling or repetitious. makes for almost 45% of our day-to-day communication. • Something the speaker said intrigued you, you thought Listening is the process of receiving, constructing meaning about it, and when you tuned back in, you’d lost the from and responding to spoken and/or nonverbal messages. thread. It is also “hearing something with thoughtful attention.” • The speaker had an accent that you found difficult to Hence, at this juncture it becomes important to distinguish understand. between Hearing and Listening. • You tuned out because you Hearing is a physical process which thought you knew what the speaker’s is natural and passive. We do not conclusions were going to be. have to put in effort for this process. • You forgot to use paraphrasing We hear every sound, consciously or and feedback in listening effectively. unconsciously. • You felt you were being given far Listening is a physical as well as too much information. a mental process. It has to be done actively and purposely. It does not Improving Your Listening Skills come naturally and has to be learnt, 1. You must care enough to want to hence a Skill. improve. Without this motivation it’ll Listening is hard! be too much effort. You must choose to participate in the 2. Try to find an uninterrupted area process of listening. in which to converse. Keeping your Listening Facts train of thought is difficult when there are obstructions to concentration. • We listen at 125-250 wpm, think at 1000-3000 wpm 3. Try not to anticipate what the other person will say. • 75% of the time we are distracted, preoccupied or forgetful. 4. Be mindful of your own biases and prejudices, so they don’t unduly • 20% of the time, we remember influence your listening. what we hear. 5. Pay careful attention to what’s • More than 35% of businesses being said. Don’t stop listening in think listening is a top skill for order to plan a rebuttal to a particular success. point. • We listen in spurts. 6. Don’t allow yourself to get too far ahead of the speaker • We can’t concentrate for more than sixty seconds at a by trying to understand things too soon. time. Our attention lags, then we concentrate again. 7. At intervals, try to paraphrase what people have been Blocks to Effective Listening saying. Give them the opportunity to learn what you There are other things that can lead you astray when think you’ve heard them say. listening. Ask yourself which ones are problems for you. 8. Don’t interrupt to demand clarification of insignificant • You had trouble understanding the speaker’s words or irrelevant details. • Lack of knowledge to grasp the message. (The speaker Listening promotes being heard was using unfamiliar language, jargon or technical …”Seek first to understand, then be understood.” terms.) - Stephen Covey • You were thinking of what you were going to say while Let us all vow to improve on this particular skill and the speaker was talking. positively impact our personal and professional lives. • You were preoccupied with how strongly you disagreed with the speaker’s views. “Cherish your vision and your dreams as they are the children of your soul; 26 the blueprints of your ultimate achievements.” - Napoleon Hill March, 2012
- 33. Dates to remember Compliance Calendar COMPLIANCES FOR THE MONTH OF april Sr. Things you need to do Sections / Rules / Acts / Regulations Due Date before You need to submit No Clauses prescribing / Circulars under which you need this to the activities to be which the Sections to comply the done / Rules/ Clauses are activity covered CENTRAL EXCISE ACT RELATED COMPLIANCE 1 Pay an amount equal to CENVAT Rule 11 CENVAT Credit April 1 Excise Authorities Credit availed w.r.t. inputs received Rules, 2004 for the use in the manufacture of the said final product if manufacturer opts notification 8/2003-CE dt. March 1, 2003 w.e.f. April 2 Submit monthly return by Rule 9(7) CENVAT Credit April 10 Supritendent of manufacturer of Final Product (N.A. Rules, 2004 Central Excise for SSI) 3 Submit return containing Rule 9A CENVAT Credit April 10 Supritendent of information of principal input for Rules, 2004 Central Excise the preceding month E.R.6 4 Submit monthly Central Excise E.R.1 Rule 12 (1) / 17 (3) Central Excise Rules, April 10 Supritendent of Return (E.R. 2 return for 100% EOU 2002 Central Excise / units in FTZ / SEZ) 5 Submit monthly return for receipt Rule 9 (7) & Rule 12 CENVAT Credit April 10 Supritendent of of inputs & capital goods for the Rules, 2004 & Central Central Excise preceeding month in Form No. E.R.2 Excise Rules, 2002 6 Submit monthly Return for Rule 9 (7) & Rule 12 CENVAT Credit April 10 Supritendent of availment of CENVAT Credit for Rules, 2004 & Central Central Excise preceding month in Form No. ER 1 Excise Rules, 2002 7 Quarterly Return for first stage Rule 9(8) CENVAT Credit April 15 Supritendent of dealer and second stage dealer for Rules, 2004 Central Excise the period January to March in Form No. ER -3 8 Submit quaterly return where a Proviso to Rule 9(7) CENVAT Credit April 20 Supritendent of manufacturer is availing exemption Rules, 2004 Central Excise under a notification based on the value or quantity of clearances in a financial year 9 Submit Central Excise Quaterly Proviso to Rule 12(1) Central Excise Rules, April 21 Excise Authorities Return, where an assessee is 2002 availing of the exemption under a notification based on the value of clearances in a financial year OR manufacturing specified readymade garments (instead of submitting monthly return) 10 Submission of half yearly return Rules7 Service Tax Rules, April 25 Supritendent of [October to March (by the output 1994 Central Excise service provider)] in Form ST - 3 11 Furnish an annual declaration in Rule 9A (1) CENVAT Credit April 30 Supritendent of respect of each of the excisable goods Rules, 2004 Central Excise manufactured by him, the principal inputs and the quantity of such principal inputs required for use in the manufacture of unit quantity of such final products 12 Submit return for previous quarter Rule 9 (9) Cenvat Credit Rules, April 30 Central Excise or half year in case of provider of 2004 Authorities output service availing cenvat credit (Superintendent of in prescribed form Central Excise) “The purpose of life is a life of purpose.” - Robert Byrne 27 March, 2012
- 34. Dates to remember Compliance Calendar Sr. Things you need to do Sections / Rules / Acts / Regulations Due Date before You need to submit No Clauses prescribing / Circulars under which you need this to the activities to be which the Sections to comply the done / Rules/ Clauses are activity covered CENTRAL EXCISE ACT RELATED COMPLIANCE 13 Submit return for the previous Rules 9(10) Cenvat Credit Rules, April 30 Central Excise quarter or half year in case of input 2004 Authorities service distributor, giving details (Superintendent of of credit received and distributed Central Excise) during previos half year INCOME TAX RELATED COMPLIANCE 1 Payment of Securities Transaction Section 100 Securities Transaction April 7 Designated Bank Tax for the previous month of March Tax, 2004 / Income Tax (Challan No. ITNS 283) Authorities 2 Payment of Tax Collected at Source Section 206 Income Tax Act, 1961 April 7 Designated Bank / Income Tax Authorities 3 Payment of Securities Transaction Section 100 Securities Transaction April 7 Designated Bank Tax for the previous month of March Tax, 2004 / Income Tax (Challan No. ITNS 283) Authorities 4 File half yearly return in Form ST-3 Section 70 read with The Finance Act, 1994 April 25 Supritendent of or ST-3A in triplicate along with a Rule 7 read with The Service Central Excise copy of TR-6 for Challan (if credit Tax Rules, 1994 is insufficient) for the month in the previous half year from the month of October to March 5 Deposit TDS from salaries for the Section 192 Income Tax Act, 1961 April 30 Designated Bank previous month in Challan No. 281 / Income Tax Authorities 6 Deposit TDS on interest on Section 193, Section Income Tax Act, 1961 April 30 Designated Bank Securities, Dividends other than 194 to Section 194BB / Income Tax dividends referred to in Section Authorities 115O, Interest other than interest on Securities, Winnings from Lotteries & crossword puzzles, Winning from Horse Races 7 Deposit TDS on Contractor's Bill Section 194C to Income Tax Act, 1961 April 30 Designated Bank / Rent Advertising / Professional Section 194H / Income Tax Service Bill deducted in the previous Authorities month 8 Deposit TDS on payment to non- Section 195, Section Income Tax Act, 1961 April 30 Designated Bank resident, Foreign company being 196 A to 196 D / Income Tax holder of mutual fund units, Units Authorities held by an offshore fund, Income from foreign currency bond, Income of FIIs from securities 9 Issue Annual TDS Certificates in Section 203 Income Tax Act, 1961 April 30 Income Tax Authorities 10 Issue Form No. 12 BA concerning Section 192 read Income Tax Act, 1961 April 30 Concerned Employees perquisites break-up to thoe with Rule 26A read Income Tax employees receiving aggregate Rules, 1962 remuneration exceeding Rs. 1.5 Lakh in the preceding Financial Year INCOME TAX RELATED COMPLIANCE 11 Issue a Consolidated certificate of Section 203 and Rule Income Tax Act, 1961 April 30 Concerned Person tax deduction (other than salary) 31(b) read Income Tax during preceding Financial Year Rules, 1962 12 Submit copies of declaration Proviso to Rule 114D Income-Tax Rules, April 30 Commissioner of received in form no. 60/61 (not 1962 income tax being received at the time of opening a bank account) during the previous months from October to March “To accomplish great things, we must not only act, but also dream; not only plan, but also believe.” - Anatole France 28 March, 2012
- 35. Dates to remember Compliance Calendar Sr. Things you need to do Sections / Rules / Acts / Regulations Due Date before You need to submit No Clauses prescribing / Circulars under which you need this to the activities to be which the Sections to comply the done / Rules/ Clauses are activity covered COMPANY LAW RELATED COMPLIANCES 1 Payment of monthly Provident Section 418 Companies Act, 1956 April 15 (i) Post Office Saving Fund dues (Corporate) for previous Bank Account or month in prescribed challan (ii) Special Account with SBI or any Scheduled Bank 2 Investments to maintain liquid Rule 3A Companies April 30 N.A. assets (Acceptance of Deposit) Rules, 1975 3 Obtain declaration from all directors Section 274 (1) (g) Companies Act, 1956 April 30 (First Company - Company month of the Secretary Financial Year) ECONOMIC, INDUSTRIAL & LABOUR LAW RELATED COMPLIANCES 1 Pay monthly Provident Fund dues Paragraph 38 Employees’ Provident April 15 Provident Fund (non-corporate) Funds Scheme, 1952 Authorities 2 File monthly return in Form No. Pragraph 20(2) read The Employees April 15 Provident Fund 5 for employees leaving / joining with Paragraph Pension Scheme, Commissioner during the previous month 36(1) & (2) 1995 (For exempted establisments under Employees Provident Fund and Misc. Provisions Act, 1952) 3 File monthly retun in Form no. Paragraph 10 The Employees April 15 Provident Fund 2(IF) of employees entilted for Deposit Linked Commissioner membership of Insurance Fund Insurance Scheme, 1976 (For exempted establisments under Employees Provident Fund and Misc. Provisions Act, 1952) 4 File monthly retun in Form no. 3(IF) Paragraph 10 The Employees April 15 Provident Fund for members of Insurance Fund Deposit Linked Commissioner leaving service during the previous Insurance Scheme, month 1976 (For exempted establisments under Employees Provident Fund and Misc. Provisions Act, 1952) 5 File monthly return in Form no. Paragraph 10 The Employees April 15 Provident Fund F4(PS)of members joining service Deposit Linked Commissioner during the month Insurance Scheme, 1976 (For exempted establisments under Employees Provident Fund and Misc. Provisions Act, 1952) 6 Notice of Change relate in respect Rule 8 Shop & Establisment April 15 (Within Concerned registering of total number of employees Act, 1947 15 days after qualifying for higher fees as the expiry of prescribed in Schedule-II Within 15 the quarter to days after the expiry of the quarter changes take to which the changes take place and place ) in respect of other changes in the original statement furnished within 30 days after the change has taken place in Form E “If at first you don’t succeed, try, try again.” - Theodore Roosevelt 29 March, 2012
- 36. Dates to remember Compliance Calendar Sr. Things you need to do Sections / Rules / Acts / Regulations Due Date before You need to submit No Clauses prescribing / Circulars under which you need this to the activities to be which the Sections to comply the done / Rules/ Clauses are activity covered ECONOMIC, INDUSTRIAL & LABOUR LAW RELATED COMPLIANCES 7 Pay ESI contribution for previous Regulation 31 Employee State April 21 ESIC Authority / month Insurance Act, 1948 Authorized Bank Employees State Insurance (Gen) Regulations, 8 Submit monthly return of Provident Paragraph 38 Employees’ Provident April 25 Regional Provident Fund for the previous month Funds Scheme, 1952 Fund Commisioner 9 Submit Consolidated annual Paragraph 43 Employees Provident April 30 Provident Fund contribution statement Funds Scheme, 1952 Commisioner 10 Submit return of declaration Regulation 14 Employees State Within 10 days ESIC Authoruty Insurance (General) of the date of Regulations, 1950 receiving the relevant papers 11 Issue Notice for payment of Gratuity Section 8 Payment of Gratuity Within 15 days Applicant employee or and Notice for Inadmissible claim Act, 1972 of receipt of legal heir application 12 Submit Form 7 Regulation 26 Employees' State "a) Within ESIC Authoruty Insurance Act, 1948 42 days of and Employees' State termination of Insurance (Gen) the contribution Regulations, 1950 p e r i o d b) within 21 days of termination of Factory/ establishment c)within 7 days of the receipt of requisition " RBI (NBFC) RELATED COMPLIANCES 1 File return of exposure o capital Para 22 NBFC-D Prudential April 7 RBI markets in Form NBS-6 Norms Directions, 2007 2 File a monthly return in prescribed Circular No. DNBS Department of Non- April 7 RBI format (NBC-ND) (RID) CC No. Banking Supervision, 57/02.02.15/2005-06 RBI 3 File liquidity return in Form NBS-3 Para 2 & 3 RBI (NBFC) Returns April 15 RBI (by NBFC) Specifications, 1997 4 To file a quaterly return on frauds Circular No. DNBS Department of Non- April 15 RBI outstanding, if any, in Form FMR - 2 (PD) CC No. Banking Supervision, (NBFC) 59/03.10.42/2005-06 RBI 5 Submit a case wise progress report Circular No. DNBS Department of Non- April 15 RBI on frauds involving Rs. 1 Lakh and (PD) CC No. Banking Supervision, more, if any, in Form FMR-3 (NBFC) 59/03.10.42/2005-06 RBI 6 File (Asset Liability Management) RBI Circular No. Circular issued by April 30 (within RBI ALM-I, ALM-II, ALM-III (NBFC-D) DNBS (PD) CC No. Department of Non- a month of te 15/02.0120,00-2001, Banking Supervision, close of the dated 27.06.2001 RBI half year ended March 31) RBI (NBFC) RELATED COMPLIANCES 1 Submit a quaterly report for Regulation 53B SEBI (Depositories April 7 Depositories grievancy of the beneficial owners read with NSDL and participants) related to depository services Circular No. NSDL/ Regulations, 1996 JS/029/2003 2 Submit quaterly certificate on Regulation 54(5) SEBI (Depositories April 7 Depositories demat / remat of shares during the read with NSDL and participants) previous quarter Circular No. NSDL/ Regulations, 1996 SG/015/99 30 “Our greatest glory is not in never falling but in rising every time we fall.” - Confucius March, 2012
- 37. Dates to remember Compliance Calendar Sr. Things you need to do Sections / Rules / Acts / Regulations Due Date before You need to submit No Clauses prescribing / Circulars under which you need this to the activities to be which the Sections to comply the done / Rules/ Clauses are activity covered RBI (NBFC) RELATED COMPLIANCES 3 Every person who holds more than "Regulation 30.3 SEBI (Substantial April 7 Company/Stock 25 percent shares or voting rights " Acquisitoons of Exchange where the in any company shall make yearly Shares and Takeovers) shares of the target disclosures in respect of his holdings Regulations, 2011 company are listed as on 31st March. 4 A promoter or every person having Regulation 30.3 SEBI (Substantial April 7 Company/Stock control over a company shall Acquisitoons of Exchange where the disclose the number and percentage Shares and Takeovers) shares of the target of shares or voting rights held by Regulations, 2011 company are listed him and by persons acting in concert with him in that company. 5 Pay service fees as specified in the Regulation 12 SEBI (Mutual Funds) April 15 Board / Stock 2nd Schedule for every financial Regulations, 1996 Exchange year amended 2000 6 The asset management company Regulation 25 SEBI (Mutual Funds) April 15 Board / Stock shall submit to the trustees quarterly Regulations, 1996 (Tenative) Exchange reports on its activities and the amended 2000 compliance with these regulations. 7 A quarterly portfolio statement, Regulation 58 SEBI (Mutual Funds) April 15 Board / Stock including changes from the previous Regulations, 1996 (Tenative) Exchange periods, for each scheme. amended 2000 8 Secreterial Audit Report of SEBI Circular No. Regulation 55 A of April 30 Stock Exchanges reconciliation of total admitted DFCC/FITPC/Cir- the SEBI (Depositories capital with depositories and total 16/2002 and Participants), issued and listed capital for the Regulations, 1996 previous quarter 9 Submit copy of six month audited Regulation 58 SEBI (Mutual Funds) April 30 Board / Stock report Regulations, 1996 (Tenative) Exchange amended 2000 10 Furnish Internal Audit report every Rule10.3.1 of NSDL NSDL/CDSL Bye- Upon end of the Depositories quarter Bye-laws & Rule laws quarter 16.3.1 of CDSL Bye- laws 11 Pay Annual Custodial Fees None None April 30 CSDL / NSDL LISTING AGREEMENT RELATED COMPLIANCES 1 Submit Quaterly Corporate Clause 49 (VI) (ii) Listing Agreeement April 15 Stock Exchanges Gvernance Compliance Certificate 2 Submit shareholding pattern as at Clause 35 Listing Agreeement April 21 Stock Exchanges the end of previous quarter 3 Pay Annual Listing Fees Clause 38 Listing Agreement April 30 Stock Exchanges 4 Submit Certificate obtained from Clause 47 Listing Agreeement April 30 Stock Exchanges Practising Company Secretary certifiying that all certificate issued one month of lodgement for transfer, sub-division etc. for the half year 5 Intimate date of Board Meeting to Clause 41 Listing Agreement 7 Days in Stock Exchanges consider quaterly results advance “When you are going through hell, keep on going. Never never never give up.” - Winston Churchill 31 March, 2012
- 38. Dates to remember Compliance Calendar & PDC Calendar Sr. Things you need to do Sections / Rules / Acts / Regulations Due Date before You need to submit No Clauses prescribing/ Circulars under which you need this to the activities to be which the Sections to comply the done / Rules/ Clauses are activity covered LISTING AGREEMENT RELATED COMPLIANCES 6 Issue press release about Board Clause 41 Listing Agreement Immediately on One national Meeting to consider quaterly results informing the newspaper and one Stock Exchange regional newspaper 7 Announce Quaterly Results Clause 41 Listing Agreement Within 15 Stock Exchanges alongwith Limited Audit Review of minutes of the same by the Auditors closure of Board Meeting in which the results are placed 8 Publish Quarterly Results Clause 41 Listing Agreement Within 48 hours One English of the conclusion newspaper and one of the Board regional newspaper Meeting 9 Submit half yearly Compliance Clause 47 (c) Listing Agreeement April 30 Stock Exchanges Certifiate from the Company Secretary 10 Submit 3 copies of quaterly results Clause 31 (c) Listing Agreeement Promptly on Stock Exchanges signd by the Managing Director publishing and newspaper cuttings of quaterly quaterly results results in newspaper 11 Submit shareholding pattern, annual Cluase 52 Listing Agreeement Within such SEBI Corporate Filing Corporate Governance Report, time as specified and Dissemination Quatly Results, Half yearly financial by SEBI System (CFDS), viz., statements, Statement of action www.corpfiling.co.in taken against the company by any regulatory agency and full version of annual report (P.S. that Company need not submit these reports on EDIFAR if this clause is complied Though all precautions have been taken in compiling this calendar, WIRC of ICSI should not be held responsible in case of any discrepancy. In case of doubt, please refer to relevant law/rules. PDC Calendar - April 2012 S. Date Day Venue Programme Topic No. 1 1st Sunday Kandivali Study Circle Meeting To be decided 2 7th Saturday Maharashtra Full Day Seminar Statutory Compliance Chambers Management 3 7th Saturday Dadar Study Circle Meeting To be decided 4 8th Sunday Borivali Study Circle Meeting To be decided 5 14th Saturday South Mumbai Full-Day Semimar M&A, Takeover & CDR 6 15th Sunday Bhayander Study Circle Meeting To be decided 7 20th Friday Ghatkopar Study Circle Meeting To be decided 8 20th & 21st Friday & Venue to decided Two days Workshop Accounting Standrads & Saturday Important Corporate Tax Provisions 9 22nd Sunday Andheri Study Circle Meeting To be decided 10 27th Friday WIRO Study Circle Meeting To be decided 11 28th Saturday Venue to decided Full Day Seminar Corporate Governance - Independent Director , Audit Committee & Beyond 32 “I am not discouraged because every wrong attempt discarded is a step forward.” - Thomas Edison March, 2012
- 39. news & events Preparation was organized by ICSI-WIRC on 9th & 10th March in MACCIA in Fort in Mumbai. Speakers were Shri Rajkumar Adukia, CS & CA, Shri Y. M. Desai, CA, Shri Tanuj Agarwal, Shri Anand Bathiya,CA, Shri. Mayur Chokshi, CA, Shri. Abhay Agarwal, CA. Being conducted on the eve of closure of financial year of 2011-12, the seminar addressed critical issues in preration of financial statement and annual report, including CARO, GAPP & IFRS, Creation of XML file for XBRL filing, as mandated by MCA and revised schedule six. There were 41members. Ladies Special Programme ICSI-WIRC Ladies Special Programme on 10th March at Bajaj Bhavan. Speakers, who addressed some of the special issues of professional lady members and students of the institute were Ms. Aparna Agrawal, Human Development Professional Ms. Savitha Kanan Corporate Trainer, CS Vilma Mathias Gangahar, Morgan Stanley India Capital WIRC News Private Limited, CS Neena Jindal BSE Limited. CS Hemanti Wadhwa, BNP Paribas Asset Management India Pvt. Ltd., Insider Trading Regulations, New Takeover Code & Issue CS Dipti Neelakantan, JM Financial Limited. There were 70 of Preference Shares lady delegates. ICSI- WIRC organized a Seminar on Insider Trading High Court Procedure of Scheme of Arrangement Regulations, New Takeover Code & Issue of Preference WIRC organized a Study Circle Meeting on High Court Shares on 18th February at Landmark Party Hall Goregoan Procedure in Scheme of Arrangement in Don Bosco High Mumbai. Shri. Ananta Barua, Executive Director SEBI, School on 11th March. Shri. Sharad Abhyankar- Partner – Shri. J. J. Bhatt, Advocate, Ms. Rinku, Capital Market Khaitan & Co made an insightful presentation on the theme. Consultant, Ms. Prachi Pamde, Advocate, Shri. Rama There were 98 delegates. Subramanian, EX GM RBI were the speakers. In a buoyant capital market in India, the effectiveness of regulatiosn in Buy Back of Shares regard to Insider Trading Regulations and New Takeover WIRC organized a Study Circle Meeting on Buy Back of Code were addressed in an insightful manner as well as from Shares on 16th March in Smt P. N. Doshi College, Ghatkopar. practical perspective. The intricacies for the issue of preference Yogesh Chande, CS & Advocate addressed the participants share, particularly to foreign capital were highlighted by on the theme. There were 83 delegates. Shri. Rama Subramanian, EX GM RBI. There were 146 Due Diligence delegates. ICSI-WIRC organized a Seminar on Due Diligence on 17th Cross Border Transactions March at MACCIA in Fort, Mumbai. M. V. Phadke, Chief ICSI- WIRC organized a Seminar on Cross Border General Manager – Legal – IDBI, Krishna Chaturvedi, Transactions on 25th February 2012 at Ramee Guest Line in Senior Director M & A, Deloitte India, Neeta Phatarphekar, Dadar. Following were the speakers Ms. Sudha Bhushan, Associate Director – PWC, Harshul Shah, Solicitor were the CA & CS, Mr. R Sontakke, Manager –RBI, Ms. Shailshree speakers. The seminar brought out the various nuances of Bhaskar, EX SEBI, Mr. Dwarko Khilnani, (Ex. AGM of RBI due diligence, be it legal due diligence, documentations, & Author of Book on FEMA). The seminar highligheted or accounting & financial due diligence. Moreover, Shri recent trends for the quest for corporate control and the Krishna Chaturvedi made an interactive and participative legal entanglements and ramifications of cross border deals. presentations on a thought provoking case study. There There were around 30 delegates. were 110 delegates. Insider Trading The Union Budget 2012-2013 WIRC organized a Study Circle Meeting on Insider Trading ICSI-WIRC Jointly With ICAI Study Circle of Ghatkopar in Sardar Vallabhbhai Engineering. CS. (Ms.) Barnali Organised a Study Circle On Public Meeting on “The Mukherjee (General Manager- Securities And Exchange Union Budget 2012-2013 on Sunday, 18th March, SIMSR Board Of India) and Mr. Suresh Thakur Desai Auditorium, 4th floor, K. J. Somaiya Institute of Management (Past Chairman- WIRC- ICSI) were the speakers. Ms. Barnali Studies & ResearchVidyavihar, Mumbai. The speakers were Mukherjee outlined the regulatory perspective of SEBI in Shri Chandrashekar Vaze, Chartered Accountant : Economic light of recent development. There were 103 delegates. Aspects, Smt. Neena P. Kapasi, Chartered Accountant : Direct Tax, Shri Rajiv Luthia, Chartered Accountant: Indirect Secretarial Audit & Peer Review Aspects Tax. The discussions were informative and insightful. There ICSI- WIRC organized a Seminar on Secretarial Audit & were 20 members of the institute. Peer Review Aspects in WIRC on 3rd March. Shri. D.A Kamat,Practicing Company Secretary Ahmedabad Chapter Shri. N. L. Bhatia, Practicing Company Secretary, Shri. The felicitation programme was organised for the CS Prakash Pandya, Practicing Company Secretary, Dr. S.K. Foundation, Executive and Professional Passed Rankers Jain, Practicing Company Secretary & Shri. Ajay Kumar, appeared in CS December 2011 Examination, at Chapter on Practicing Company Secretary addressed on these recent 25th Febraury, 2012 at 3.30 pm onwards. On this occasion issues. There were 56 members. the dignitaries like Central Council Memeber - CS Umesh Understanding Financial Statements & Important Aspects Ved, WIRC Vice Chairman - CS Hitesh Buch, Secretary - CS of Annual Report Preparation Chetan Patel and Chairman - CS Rajesh Parekh interacted A two days Workshop on Understanding Financial with students. A PRESS CONFERENCE was organised for Statements & Important Aspects of Annual Report the toppers and interviews were taken and published in No one controls your mind but you…no one can prevent you from formulating your definite main goal… no one can halt your planning for the accomplishment of that goal..no one can stop you from becoming enthusiastic about those plans.” - Thomas D. Willhite 33 March, 2012
- 40. news & events various newspapers. The students were given an opportunity Companies, Gujarat, deliberated lecture on "Inspection & to share their experience regarding the preparation of the Investigation - Regulator’s Perspective" exam. They were presented with mementoes as a token of their great achievement and memory on behalf of Approximately 100 members attended each SCM. The Ahmedabad Chapter. faculties were welcomed by CS Rutul Shukla - Chairman PCS Committee and were given Vote of Thanks for sparing 43rd SIP their valuable time and sharing their knowledge. The Ahmedabad Chapter arranged 43rd SIP at Chapter premise memento was presented to the respective faculty as a token From 01st February to 08th February, 2012. of remembrance and gratitude. SIP was inaugurated by TEFC Chairman CS YM Josji and CS Keyur Shah, Ahmedabad the EO Anu K. Varghese gave Bhopal Chapter general instructions and briefing of the programme to all the CAREER AWARENESS PROGRAMME 100 participants. The soft skill topics and Institute subjects were conducted by experienced faculties. The Valedictory 1. Bhopal Chapter of WIRC of ICSI organized a Career session was commenced with farewell speech by EO and Awareness Programme in Sarojini Naidu Government distribution of certificates to all participants. The participants College, Bhopal on 05.03.2012. The programme was spoke on feedback of faculties and topics covered in 43rd attended by more than 125 students of B.Com. First Year. SIP. CS Dhanraj Singh Thakur, Chairman of Bhopal Chapter 44th SIP and CS Amreen Khan, Member of ICSI addressed the Ahmedabad Chapter arranged 44th SIP at Chapter premise students. The Chairman informed the students about from 10th February to 17th February, 2012. the Institute of Company Secretaries of India its formal working set up and the scope of CS Profession in India SIP was inaugurated by the EO Anu K Varghese followed and Overseas Countries. CS Amreen Khan enlightened by general instructions and briefing of the programme to students about the various stages of the CS Course, the all the 100 participants. The soft skill topics and Institute registration procedure, examination dates and other subjects were conducted by experienced faculties. The important points to pursue the course. Valedictory session was commenced with farewell speech The programme ended with interactive Question by EO and distribution of certificates to all participants. Answer session. The participants spoke on feedback of faculties and topics covered in 44th SIP. 2. Bhopal Chapter of WIRC of ICSI has organised a Career Awareness Programme at Maharani Laxmi Bai Girls 45th SIP College, Bhopal on 06th March, 12. CS Amit Kumar Jain, Ahmedabad Chapter arranged 45th SIP at Chapter premise Member-WIRC started the session and informed about from 21st February to 28th February 2012. the Structure of ICSI, he informed the students about the Constitution of the Institute and its Regional and SIP was inaugurated by the CS Keyur Shah. The EO Anu Chapter offices spreaded across India. K. Varghese gave general instructions and briefing of the programme to all the 100 participants. The soft skill topics CS Vivek Nayak, Management Committee Member- and Institute subjects were conducted by experienced Bhopal Chapter informed about the Course Structure and various stages in the Compamny Secretary Course. CS faculties. The Valedictory session was commenced with Avadhesh Parashar, Management Committee Member- distribution of certificates to all participants. Bhopal Chapter spoke on the Scope of Company 4th PROFESSIONAL DEVELOPMENT PROGRAMME Secretary in Employment and in Practice. Ahmedabad Chapter arranged 4th PDP- Professional More than 60 students attended the programme. Development Programme at Chapter premise on 29th Students taken active participation in the whole session. February, 2012 from 10 am to 06 pm with provision of 08 Credit Hours to all 100 participants. Three sessions were INDORE CHAPTER arranged on ‘CS Manan Bhavsar. Deliberated lecture on "Recent changes in law", CS Tejpal Seth conducted "Case FULL DAY SEMINAR Study" and CA Yogi Derasari took session on "Accounts, 4th March, 2012 Audit & Dividends". The provision of Lunch and Tea was made for all. The Valedictory session was commenced Indore Chapter of WIRC of ICSI organized Full day seminar with farewell speech by EO – Anu K Varghese with a note on “Role of Legal Advisor & Merchant Banker in IPO and of feedback on the conduction of 5th EDP followed by Private Equity Investment” on 4th March, 2012 at Hotel distribution of Certificates. Lemon Tree, Indore. Study Circle Meet Programme started with Goddess Saraswati vandana followed by welcome speech of CS Ritesh Gupta, Chairman The Ahmedabad Chapter organised Study Circle / of Indore Chapter of ICSI & CS Ashish Garg, Treasurer of Interactive Session for the members of Ahmedabad with an Western India Regional Council of ICSI. availability of 01 PCH for each SCM. CS D. K. Jain, Treasurer, Indore chapter & Programme Thursday 16th February, 2012, CS Ashish Doshi deliberated Co-coordinator, presented theme of seminar & gave brief lecture on "Compounding of Offenses Under Company introduction of guest faculties. Law". First Speaker Ms. Dhanya Menon, Partner, ALMT Legal, Friday 24th February, 2012, CA Himal Parikh, Director, Advocates & Solicitors, Bangalore, briefly described Interface Capital Markets Pvt. Ltd., deliberated lecture on evolution of private equity / venture capital investment "Making of the Union Budget & its Dissection". in the country. She touched upon various aspects of PE investment, its advantages, disadvantages & practical Friday 2nd March, 2012, Mr. S. N. Misra, Registrar of aspects involved in due diligence process for a private equity “Unlimited power is available to those men and women who have the wisdom and determination to submerge individual personalities and individual interests through the blending of their minds in 34 harmony towards a specific purpose.” - Thomas D. Willhite March, 2012
- 41. news & events investment. She described role of legal advisor in drafting suddenly given subject. of various agreements, representations, warranties, various Further to this Mr. Paranjape enlighten over the subject of terminologies involved & role of legal advisor from the point balanced mind. For this subject trainer told about importance of view of Company & Private equity investor. of meditation and imparted practical of meditation by Second speaker Mr. Rajat Bopaiah, Partner, ALMT Legal, interaction with participants. Advocates & Solicitors, Bangalore, spoke about the practical Both the sessions delivered by Trainer were practically aspects of legal due diligence carried out by Legal Advisors defined. All the participants were trained to use these in an IPO, drafting of Draft Red Herring Prospectus, Red concept and strategy to stress management in their practical Herring Prospectus and Prospectus. He explained role & life. The session was over by 2.00 pm after issuing program responsibilities of a legal advisor in a Public Issue. completion certificates to participants. Finally Mr. Prashanth Kumar, MD & CEO of BOB Capital It was an interactive study circle. The study circle meeting Markets Ltd., explained evolution of merchant banker’s role was attended by 62 students and 4 members. in capital market. Role of merchant banker as a principle coordinator with SEBI, Registrar & other intermediaries was also discussed. He further emphasized on prudent PUNE CHAPTER role & practices to be adopted by Merchant Banker. Recent STUDENTS’ TRAINING ACTIVITIES initiatives taken by SEBI towards transparency in capital market were also discussed. 1. 16th SIP 5th March to 14th March 2012 All the above speakers also stressed on importance of Details: Pune chapter conducted 15th SIP for the CS Company Secretary, as he has to coordinate with various Students who have cleared the Foundation level of other departments including finance, accounts, insurance, examination. excise, legal, statutory auditors, chartered engineers etc. for The program was organized at the MCCIA, Pune and getting necessary certifications, back up etc. for legal due around 100 participants attended the same. diligence and for merchant banker. OTHER PROGRAMMES Open house session for solving the queries of participants 1. Residential Workshop on Critical Issues in Corporate was also kept. Laws: 17th & 18th February, 2012 held at Sherwood Programme was conducted by Mr. D. K. Sharma, GM- Resorts, Mahabaleshwar Corporate Affairs & Company Secretary of Flexituff Every year, Pune Chapter of WIRC of ICSI organizes a International Limited. Vote of thanks was given by Two Days Residential Workshop on Critical issues in Mr. Ashish Karodia, Secretary of Indore Chapter. Corporate Laws, wherein professionals from different Seminar received an overwhelming response from more cities, like, Mumbai, Pune, Kolhapur, etc. come together than 150 members & students of ICSI. and discuss various critical issues and the workshop is coordinated and conducted by Dr. K. R. Candratre, Past The news of the programme was covered by leading news President ICSI and a Practicing Company Secretary, papers viz. Dainik Bhaskar, Nai Dunia, Patrika, Pipules from Pune. Samachar, BPN Times, Agniban, Prabhat Kiran, Free Press, and the local T.V. news channel BTV and DIGI Cable. The workshop started with the welcoming to the Faculty, Dr. K. R. Chandratre, Past President ICSI and all delegates by CS Pawan Chandak, Chairman, Pune KOLHAPUR CHAPTER chapter and ended with the vote of thanks by CS Shilpa STUDY CIRCLE MEETING Dixit, Secretary Pune Chapter. CS Omkar Deosthale helped in compilation of the 3rd March, 2012 posers in critical issues. CS Rohit Gokhale and CS Kolhapur Chapter of WIRC of ICSI organized a Study Circle Harshal Joshi helped in compilation of the discussions Meeting on the topic “LEADERSHIP MANAGEMENT AND held during the workshop. STRESS MANAGEMENT”. The meeting was conducted by This year also, the workshop was conducted with the presentation by professional trainers. enthusiastic response from members and overall 60 Mr. Abhijit Paranjape was the trainer for the sessions. Session Members participated in the same. had two subjects namely Leadership management and Stress Eight (8) Credit Hours were allotted to Members. Management. Session started with Leadership management. Chapter had intentionally kept this subject for today’s 2. Study Circle Meeting session which was based on Vision of Institute, that is, to 25th February, 2012 be a global leader in promoting good corporate governance. Mr. Abhijit Paranjape delivered his lecture in an interactive Mr. Sanjeev Deshpande, General Manager – Brisk style by taking view from the participants about the qualities Electronics, has conducted a session on “Business of leadership. He elaborated the difference between born Communication. He briefed the audience about the leader and leader became after getting training. This session phenomenon of the term business communication was separated with two sessions of 50 minutes. and its relevance in the business & corporate world especially in the area of development of positive After the breakfast, second session started with subject attitude, interpersonal relations, public speaking, Stress Management. The intention behind keeping this better employability, selling skills, interview skills, art subject was told by Mr. Paranjape that presently corporate of negotiating, media planning etc. He emphasized world has become tremendous stressful and to sustain in that the language should not become a barrier of this corporate world everybody needs to manage his or communication but the listening & understanding her stress. Mr. Paranjape called three participants who skills, positive attitude and behavior of the colleagues were called as leader and told each of them to call three makes the communication more effective. The session participants from remaining, to whom has to deliver speech was very interactive followed by question-answers by of 1 minute over the subject given by their respective leader. the participants. The basic purpose of this game was to observe how each one manages his or her stress while delivering speech over The SCM was attended by more than 70 participants “When you feel like giving up, remember why you held on for so long in the first place.” - Anonymous 35 March, 2012
- 42. news & events comprising of members and students. CS. Rajesh Bodas, iii. Cost Audit Report para 1 to 7 : CMA N.M. Member felicitated the faculty. CS. Anant Palande co- Vechalekar ordinated the same. Cost Audit Report para 8 to 10 : CMA Milind Date One (1) credit hour was allotted to the members of ICSI. Cost Audit Report para 11 : CMA Harshad 3. Felicitation of Successful Students Deshpande 25th February, 2012 iv. Panel Discussion The Results for the examinations conducted by the The program was a big success and the Number Institute of Company Secretaries of India for the Exams of Participants were 125 consisting Members and held in December 2011, were declared on Saturday 25th students from the Institute of Company Secretaries February, 2012. of India and Institute of Cost Accountants of India. Pune Chapter of ICSI had organized the felicitation Four (4) credit hours were allotted to the members of the Successful Candidates, who have cleared their of ICSI. Foundation exams, Executive level or Professional level. 5. Meeting of the Sub Committees to the Managing CS Pawan Chandak, Chairman, Pune Chapter welcomed Committee all the students and their parents at the program. 3rd March 2012 All the students shared their learning experiences while preparing for CS Exams. CS Amit Atre, Chairman of Pune chapter of WIRC of ICSI is having in all 13 sub the Students’ & Library committee who is also a faculty committees. For past few years, Pune chapter is for the Oral Tuition Classes conducted by the Pune conducting a meeting with its sub committees as a part Chapter, expressed his thoughts. Successful students of the Team Management. were felicitated at the hands of the Chairman, CS Pawan First Meeting of all Sub committees to the Managing Chandak and CS Chandrashekhar Kelkar, Member Committee for the Year 2012 was held n 3rd March WIRC. 2012. Mr. Abdullah Fakih was specially felicitated being an CS Shilpa Dixit, Secretary Pune Chapter welcomed OTC Student who has secured a Third Rank at The all the Sub- committee Chairmen/ Chairperson and All India Merit List at the Executive Level. CS Vikas members present for the meeting. CS Pawan Chandak, Agarwal, Past Chairman, Pune chapter and few parents Chairman, Pune Chapter discussed about the purpose were also present at the program. for holding such meeting. The program was concluded with the vote of thanks by There were presentations from each committee CS Shilpa Dixit, Secretary Pune. Chairman/ Chairperson, in which all of them discussed about the plans for their respective committees for 4. Full Day Seminar jointly with the Institute of Cost & the coming year ahead. All the members contributed Works Accountants of India through their suggestions, which were discussed and 3rd March, 2012 wherever necessary, were well noted. Ministry of Corporate Affairs came out with MCA order The Chairman also discussed about the targets to be F. No 52/26/CAB-2010 dated 2/5/2011 & MCA order achieved by each sub-committee. F. No 52/26/CAB-2010 dated 3/5/2011 about Cost The meeting was very much interactive and concluding Accounting Record Rules. By taking this opportunity, remarks were offered by CS Devendra Deshpande, Vice Pune Chapter of WIRC of ICSI, organized a JOINT Chairman of Pune Chapter. PROGRAM with the Institute of Cost Accountants of India (ICAI). The idea behind this program was to Around 25 members from different committees understand the scope of the Cost audit and directly to attended the meeting and the dinner organized by the interact with the Cost Auditors for clearing of doubts. Pune chapter of WIRC of ICSI. Program was started with the Inauguration Function 6. Full Day Seminar jointly with the Kolhapur Chapter which was coordinated by CS Shilpa Dixit, Secretary of ICSI AT SANGLI. Pune chapter of ICSI. CS Pawan Chandak, Chairman 10th March 2012 Pune chapter ICSI introduced the theme of the In order to provide a opportunity to the Members who Program. CMA Dhananjay Joshi, Former President of are staying in the distant places, outside Pune, this year, ICAI delivered the Inauguration speech and CS Vivek it was proposed to organize some full day programs/ Sadhale, Company Secretary & Head Legal & investor seminars at Sangli, Kolhapur, Nashik, Aurangabad etc. Relations, Persistent Systems Limited delivered the Key A First JOINT PROGRAM of this kind was organized Note address. CMA Pramod Dube, Chairman of Pune jointly with the Kolhapur Chapter of the Institute Chapter of ICAI (Institute of Cost Accountants of India) of Company Secretaries of India, with the help and concluded the Inauguration function with the vote of initiative taken by few members at Sangli. thanks. CS B G Kulkarni, Company Secretary, The Ugar Sugar There after the full day seminar was conducted having Works Limited, Sangli was a Chief Guest for the in all 4 Technical sessions as below: Program i. Cost Accounting Record Rules – Applicability : The Program started with the Inauguration Function CMA Sanjay Bhargave which was coordinated by CS Shilpa Dixit, Secretary Cost Compliance Report : CMA Amit Apte Pune chapter of ICSI. CS Pawan Chandak, Chairman Pune chapter ICSI welcomed the Chief Guest and all Applicability of Cost Audit & Cost Audit Orders : delegates present at the program. CS B. G. Kulkarni, CMA Harshad Deshpande delivered the Key Note address. And CS Mukund ii. CAS & GACAP : CMA Neeraj Joshi Shinde, Chairman Kolhapur Chapter, concluded the Cost Audit Report - Form I & II: CMA Neeraj Joshi Inauguration function with the vote of thanks. Performance Appraisal Report: CMA Milind Date “Nothing happens unless first a dream.” - Carl Sandburg 36 March, 2012
- 43. news & events There after the full day seminar was conducted having errors to avoid in English communication”, which was in all 2 Technical sessions as below: addressed by CS Miss Neetu Agrawal, Company Secretary in 1. Revised Schedule VI - CA Abhay Athavale Practice. In her presentation, she covered mistakes in spoken 2. Cost Audit & Rules - CMA Harshad Deshpande formal and written formal English. She urged students to The seminar was concluded with the concluding remarks pronounce some tricky words like subtle, sew, genre, to offered by CS Prasad Joshi, Secretary of Kolhapur highlight that proper pronunciation of words needs to be chapter of ICSI and felicitation of all coordinators and worked upon. She also emphasized on avoiding errors like volunteers who helped in organizing the same. introducing by saying “myself” and errors in telling e-mail There was an outstanding response to this full day addresses. While addressing the students and members, program and around 100 Participants consisting of she told that use of slangs (informal expressions) should Members, Students in and around Sangli, Satara, be avoided in formal communication. The speaker also Kolhapur, Belgaum attended the program. demonstrated that spell-check facility should not be relied Four (4) credit hours were allotted to the members of upon totally. Through examples, speaker told the students ICSI. that homophones, although similar in pronunciation, convey 7. Study Circle Meeting different meanings. Through a short video, she conveyed 10th March 2012 to the students, the importance of punctuations. She also Mr. Sudhakar Kulkarni, Certified Financial Planner explained that literal translations from Hindi to English had conducted a session on Capital Market & its recent should be avoided and established her point by giving trends. Initially he briefed the audience about the various funny examples. Students interacted throughout the concept of capital market and took an overview of the session and found the examples interesting. More than 40 terminologies like Price Band, Book Building, Anchor attendees benefited from this session. Investor, ASBA, green shoe option, safety net, syndicate member, block deal, bulk deal etc. He also focused on STUDY CIRCLE MEETING ON INCOME TAX the recent changes in SEBI guidelines, stock exchange ASSESSMENT PROCEDURE & DIP guidelines, offer document, red herring of prospectus, listing and de-listing of securities etc. The 11th March, 2012 presentation was followed by question-answer session. Raipur Chapter organized a Study Circle Meeting on The SCM was attended by more than 80 participants comprising of members and students. CS. Rajesh “Income Tax Assessment Procedure”, which was addressed Bodas, Member, felicitated Mr. Sudhakar Kulkarni at by CA Dolly Keswani, Chartered Accountant in Practice. She the end. CS. Anant Palande, Chairman PCS committee has explained in detail all the provisions relating to filing co-ordinated the SCM. of Returns by Individuals, HUFs, firms and Companies, One (1) Credit Hour was allotted to the members of Self-Assessment, Regular/Scrutiny Assessment, Best ICSI. Judge Assessment and Reassessment of Income escaping Assessment, penalties and consequences of non filing of RAIPUR CHAPTER returns and non inclusion of incomes, etc. At the end of WORKSHOP ON STRESS MANAGEMENT & HEALTH session she has addressed to all the queries and doubts REGIME raised by the participants. Around 35 members and students were present in the meeting. 26th February, 2012 Raipur Chapter of WIRC of ICSI organized a “Workshop Vadodara Chapter on Stress Management and Health Regime”. Dr. Vivek Bhartiya [(BNYS), M.A. (Yoga), M.A. (English), dip. in Study Circle Meeting Aerobics and Fitness] was the trainer. He started his session 28th February, 2012 with the explanation of Stress, its kinds and its effect in our life. He conveyed several ways to manage stress, in which he The key speaker was CA Yash Bhatt, Practicing Chartered covered proper quantity of sleep, intake of nutritional diet Accountant. He took the session on “Balance Sheet as per and water, regular workout, meditation, fasting etc. In his revised Schedule VI”. explanation he elaborated a story and with the help of which, Mr. Suresh Kabra, Chairman welcomed and introduced he compelled participants to think about their daily routine the theme. Mr. Nishant Javlekar introduced the speaker & and stress. Trainer taught some easy “Asanas” which can Mr. Charandeep Singh presented the plant sapling. be used for Stress Management. Participants practiced that “Aasanas” and found it very helpful. The workshop was Mr. Yash Bhatt explained in simple ways about the key very interesting and helpful. CS Y. C. Rao, Chairman of the points, key changes and framework of revised Schedule Chapter, thanked the trainer for a wonderful presentation VI of the Companies Act, 1956. He also explained that the and guidance for stress management. There was lively presentation of Balance Sheet and Profit & Loss Account interaction throughout the program. Around 20 participants would be on materiality basis and there would not be took advantage of the workshop. scheduled any more. But other explanations would be by way of foot notes only. He also explained the aspects related STUDY CIRCLE MEETING ON COMMON ERRORS TO to applicability of Schedule VI. AVOID IN ENGLISH COMMUNICATION Lastly Mr. Devesh A Pathak, Former WIRC member 3rd March, 2012 proposed the vote of thanks. Around 64 participants had The chapter organized a Study Circle Meeting on “Common attended the meeting. “Goals in writing are dreams with deadlines.” - Brian Tracy 37 March, 2012
- 44. health tips of the month Hypertension and Kidney Disease By: Dr. Bharat Shah, Kidney Specialist, Lilavati Hospital, Nanavati & Sevenhills Hospital What is the normal B.P. or what are the levels at which you mental activity he/she tends to put on more weight. As can be diagnosed to have hypertension? explained earlier, obesity can lead to development of Normal Blood pressure (B.P.) is systolic Blood pressure of hypertension. 130 mm Hg or less and a diastolic blood pressure of 85 mm How does hypertension affect your body? Hg or less. A level above 130/85 mm of Hg is considered Hypertension is directly responsible for 25% of all heart Hypertension {High B.P). attacks, 30% of all strokes, and 15% of all end-stage kidney Incidence: About 65 million Indian adults are affected by diseases. Furthermore, more than 50% of deaths in the hypertension. Unfortunately more than 50% people who patients with heart attack and strokes are directly due to have hypertension are unaware of the situation. Only 10% of uncontrolled blood pressure. hypertensive people have their blood pressures controlled What does hypertension do to the kidneys? adequately. Hypertension damages the blood vessels & filters of What are the risk factors for hypertension? the kidneys. Over a period of time the kidney function Following risk factors can lead to the development of progressively worsens. Worsening of kidney function in hypertension. turn worsens blood pressure further. Thus a vicious cycle 1. Hereditary: It is seen that if both parents have is set up in which chronic kidney disease and hypertension hypertension, then the chances of child developing worsen each other. hypertension are more. How many hypertensive patients will develop kidney 2. Obesity: People who are obese or over weight are more disease? prone to develop hypertension. Although hypertension is responsible for only 15% of all 3. Stress or Anxiety: Some amount of stress is important end-stage kidney disease, more than 90% people suffering or rather necessary for living, but too much of physical from with chronic kidney disease have hypertension. or mental stress increases the risk of hypertension. Signs of Kidney Disease in Patients with High B.P. 4. Smoking: Cigarette smoke contains a substance known as Nicotin which causes narrowing of the blood vessels 1. Frequent headaches which leads to hypertension. 2. Blurring of vision 5. High intake of salt: Excessive intake of salt over a long period of time can lead to hypertension as the salt gets 3. Breathlessness accumulated in the body. This salt tends to retain more 4. Going to the bathroom more often at night water in the body. This leads to the development of hypertension. 5. Albumin/protein in the urine 6. Extremely sedentary lifestyle: When a person is 6. High levels of BUN and creatinine in blood relaxed and is not involved in any type of physical or 7. Morning sickness, nausea and vomiting 8. Weakness, Itching and anemia What can you do to prevent your kidneys from failing? The main intervention that can keep kidney function either stable or prevent it from rapid worsening is tight blood pressure control. With worsening of kidney function, it becomes difficult to control the blood pressure and many patient will require several types of blood pressure medications. 1. Manage your hypertension better with: • Monitoring your pressure at home & taking medicines regularly. • Follow your special low sodium diet. • Stop smoking: You are strongly advised not to smoke. 38 “Never give up, for that is just the place and time that the tide will turn.” - Harriet Stowe March, 2012
- 45. health tips of the month Hypertension and Kidney Disease What Diet Modifications are required to control hypertension ? The most important factor in dietary treatment is to restrict salt intake. Following are some guidelines: 1. To avoid highly salted foods such as salted nuts, salted chips, salted popcorns, potato chips, waffers, chivda, sev, farsan, gathia, pickles, papad, chutney, ketch-up, sauces, soya sauce, chilli sauce, mono sodium glutamate. 2. Do not use salt in cooking or at the table, but instead only add from top the prescribed amount of salt which is measured and kept separately. • Loose weight if you are overweight: Losing weight 3. Use fresh vegetables and fruits instead of canned or as little as 5 kg also can lower your blood pressure, tinned or frozen foods. if you are more than 10% above your ideal body 4. Use lime juice, vinegar, tamarind pulp, amchur, onion weight. and green chillies for flavour instead of salt. • Drink less: You should try to avoid your daily 5. To avoid dry fishes, shell fishes like crab, lobsters, intake of alcoholic beverages. Social drinks are oysters, prawns, shrimps and organ meats like permitted. 6. liver, kidney, lung, heart, brain, etc. but instead can • Stay active: Regular aerobic activity can reduce have chicken or white meat. your blood pressure. For most patients moderate 7. Can have home activity such as 30 - 45 mins brisk walking daily made butter will be beneficial. instead of salted • Yoga therapy: Doing regularly yoga can also be butter or cheese helpful for a hypertensive patients. or margarine. 2. Get prompt treatment for any urinary tract infections 8. Use lime 3. Correct obstruction to the flow of urine if any. dressing or curd dressing for 4. Avoid any medications that may damage the kidneys salads instead of (especially pain killer medications, alternative therapies french dressing etc.) or mayonnaise. 5. The use of some medications have been shown to 9. To avoid all bakery products like cakes, pasteries, bread, reduce the amount of protein spill from kidneys and biscuits, toast, kharis. help prevent progression of kidney disease. Your doctor will guide you, when these are needed. “It is never too late to be what you might have been.” - George Eliot 39 March, 2012
- 46. media coverage ia h» Ind a rc Of Ind ia ce d Se ia es h» so f va n Ind Tim a rc e Ad s Of m e- Ind ia ed Se The Tim ime ram of anc rog s e- T Tim e Ad v eos mm np The V id gra atio Now pro fo und V id eos es on Tim dati r CS Now tos fou n s fo es Pho CS abu Tim for syll tos hiv es us new Pho A rc ab es per syll u nch hiv es ePa new I la A rc NR I OI hes ICS per We b te T unc NR I ePa he 2-M inu I la I nt 0 ICS We b ute TO Ho to Cre st he -Min nt n c0 nd tion ials 2 me NT to st Wo Spe me Ho om CS ME ISE R Tn n Cre u ca le es nd 0 Rec AD tio me Ed for VE c ia ls Sty dlin me lop NT Wo u ca Spe e& Hea om CS ME /12 OI 0 Rec ev e S bus ISE Lif /15 Ed le es Sty RT to d for 2 nt T VE dlin day e& me op C ylla AD Hea Sun v el ent r the ed 2 Lif us /1 ain /15 OI ert e m nt s e to d fo n rlia T Ent bas ab CS 2 me ion day io cat us ain Sun syll ew r ts Edu ent r the ed f Pa y llab MR)- undat . s n mm ert n po m a o Ent io nt rlia fo ndi Act ws bas S cat me us ionC SI (O fo dy new mme che rogra f Pa y llab MR)- undat| I of I by an d a ne nition or the elf-stu ion ch po r ts Edu Te Env iron a o es un p ndi n Act new s n (O he ffoIndia udyretari shed S . f che ecog cted is of s undat nt hes gra s ch me es nc e I CS of I I la on aun Te iron s in st Sc ie | I a tio or t s lf- Sec n bl i sR du as unc pro Env Bu a o o ries hed by ched cogni tedrfetarieof seany datio esta , has l Mark e con the b r the f ICS ndati s t es r ld Ou dia s in nc e f In eta I la tion Wo ucSec basis om poun body aries tical ak Bu Sc ie dia Spe am s so S ecr tablis s laun rkIST s Re d f l u ld b on on ued fo ny dy es s, ha l M2P M be omnan the e of C theiona secret s, O p s) w o inati ntin ICS nda fou or ld ie co p y t Ex ta r Ou s In Poll ce a W ak y an e cr e pa n for s nd om al bo etarie pti1c2a1 2 oued f C ion o stitut d profes pany y llabu estion exam disco ia Spe Cit to .2 s Entr lo yS cs a Ind x am Au , ue fou ST me fC s ns Poll MsI t e o fession y secr buFebO, ons) stitum ina hecI n tiin nal f com new s icenqu r the s been and nom i y eE Ho gs tian 20 w t Cit anc Blo 2 Pm cpo s, 9 llm T is on t o a d fo xa 1 2 .2 Coe itut ent to Entr Au rd E In a o n a esti o me n f Co Ho s ms ons Op inio , 20 1 o, B2 a eo te > eI nst al pro om pa sy ll quT a gs:the ex LHI :n dier na ssion eratnd le-mhcs pear he c io e ha nm ess ec ca t ro sin log B xa ec ti 9 Hum stit o n c ew e E bee e dt to o p p nv i Fe b : Th natio on of the n choic ar for W Dasa prem e prof e. 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Your vision is the promise of what you shall one day be; es wil ha x c SM ov ng E e ide it sa ies Sign r ul up es s e ed "A oslkits to p ha x c SME ovide e r ni S es ign u lki ts r ul se "A os ed to p r a n pany . pa ow . dt oo rop o ly pd to lik e omers N your ideal is the prophecy of what you shall at last unveil.” - James Allen mp scNmw ny pa rop lik ely oo an oC h 40 ES ng ec om ce p als o le S C hge o er LE t o rlesn n l i n e le en ilig tio ce ns, a als n o oo gle e t res lin ng F t er -O n li ne ca t ion s, March, 2012 Go RTICne g ha og ICL alle ilig en A li t o c F er -O n d lica sb yG On Hiri Reg is bli RT ch nd ds ED On eirtin eg i s by t e o , pub Ad ce g, pu DA nct g ply ies om / an e t to o A T y H /R no rn inin LA pl naes te g LA TE ay ge no REAp ropam di a . c o iy m na rnce inin Ap m pan dia . c ve tra RE sm an ce s ie vda tra Co st er In Go es, m S, o 5s,t2r I n Io Ggutices, ise t e actic 0 , pr o 0 1 0 Ig uid rt ise C C p e 01 eS v er t on a
- 47. miscellaneous Employment Advertisements & PMS Appeal REQUIRED BanC of America Securities (India) Pvt. Ltd. COMPANY SECRETARY Reg. Off: Express Towers, Nariman Point, Mumbai 400 021. Banc of America Securities (India) Pvt. Ltd., subsidiary of A Private Limited Company, which is a Bank of America Corporation is seeking an outstanding professional as subsidiary of a Foreign Company, requires Company Secretary a full time Qualified Company Secretary. The incumbent shall be responsible for the preparation and conduct of shareholder and board meetings of the The candidate should have good knowledge company and other similar responsibilities as befit the role including shareholder and board actions and research on of Secretarial and Legal matters such as company related matters. The incumbent shall also assist in providing research of legal and regulatory issues on compliance with various laws, filing of various behalf of the company; and shall participate in managing documents and returns with Registrar of components of a project, or full projects as assigned. The role is based in Mumbai. Companies, drafting of minutes, compliance The incumbent should be a Graduate and have an associate membership from the Institute of Company Secretaries with FEMA and so on. of India (ACS) with 4-5 years of work experience in handling secretarial routines of a public or private limited Interest candidates may send the resume to: company. Good working knowledge of the secretarial routines and vital provisions of the Companies Act with strong communication skills both written and verbal are SWIFT INDIA PVT. LTD. essential. 45C, Mandhana Manor, Interested candidates may apply by sending their updated resumes to: Mogal Lane, Matunga Road (W), P.O. Box 11506, Nariman Point, Mumbai 400 021 Mumbai 400 016. within 7 working days. REQUIRED COMPANY SECRETARY ICSI-WIRC Programmes Membership Scheme For Professional Development Programmes for Members of For an International Consulting Firm in Dubai ICSI-WIRC The Western India Regional Council (WIRC) of the Institute of 1) The Candidate should be a qualified Company Secretaries (ICSI) organizes number of high quality professional development programmes on contemporary issues Company Secretary with a minimum and on topics of emerging importance. In order to facilitate the 2-3 years experience in Private/Public members to register for the programmes and pay fees and get benefits, ICSI- WIRC is pleased to announce continuation of its Company handling Secretarial functions popular Programme Membership Scheme. including Drafting, reviewing, advising The details of the Scheme are as follows; on corporate policies and providing Credit Hours: Credit Hours would be granted to member (s) legal opinions on management queries attending programme as per guidelines of the ICSI. & Drafting of legal documents/petition Validity: The Membership is valid for one year from the date of registration(subject of maximum of 8 full day/ half day pertaining to Incorporation of Companies. Programmes). Annual Fees: 2) The candidate, besides possessing 1. Individual Members of ICSI: Rs. 6500/- (Individual interpersonal & communication skills Members will not be eligible to depute any other person.) should be a self starter, proactive and with 2. Corporate Members: Rs. 10,000/- (Corporate Members may depute any one person from their organization/ a good personality. Firm of PCS to attend the programme, who need not be a member.) 3) Age preferably below 30 years. 3. Senior Citizen members (Age – above 60 years) : Rs. 6000/- 4. C.S. Students : Rs. 5,000/- Interested candidates may send CV at: Members will be provided with free backgrounders and refreshments during the Seminars / Programmes. [email protected] and [email protected] The fee may be paid by way of cheque / demand draft in favour of “WIRC of ICSI” payable at Mumbai and forward the same Tel: 022-4002 9795 to ICSI-WIRC, 13 Jolly Maker Chambers No. 2, First Floor, Nariman Point, Mumbai – 400 021. Nothing could be worse than the fear that one had given up too soon, and left one unexpended effort that might have saved the world.” - Jane Addams 41 March, 2012
- 48. miscellaneous Smile Please & CSBF Smile Please The manager of a large corporation got a heart attack, and the doctor told him to go for several weeks to a farm to relax. The guy went to a farm, and after a couple of days he was very bored, so he asked the farmer to give him some job to do. The farmer told him to clean the shit of the cows. The farmer thought that to somebody coming from the city, working the whole life sitting in an office, it will take over a week to finish the job, but for his surprise the manager finished the job in less than one day. The next day the farmer gave to the manager a more difficult job: to cut the heads of 500 chickens. The farmer was sure that the manager will not be able to do the job, but at the end of the day the job was done. The next morning, as most of the jobs in the farm were done, the farmer asked the manager to divide a bag of potatoes in two boxes: one box with small potatoes, and one box with big potatoes. At the end of the day the farmer saw that the manager was sitting in front of the potatoes bag, but the two boxes were empty. The farmer asked the manager: "How is that you made such difficult jobs during the first days, and now you cannot do this simple job?" The manager answered: "Listen, all my life I'm cutting heads and dealing with shit, but now you ask me to make decisions." Cartoon ‘Paanch Saal ka FOCUS ek saath’ "We were way ahead of schedule, so we revised the schedule, Now we're way behind schedule because we lost too much time revising the schedule. What we need is a schedule to help us revise our schedules on schedule." STATEMENT ABOUT OWNERSHIP AND OTHER PARTICULARS ABOUT THE NEWSPAPER FOCUS (ENGLISH) AS REQUIRED TO BE PUBLISHED IN THE FIRST ISSUE OF EVERY YEAR AFTER THE LAST DAY OF FEBRUARY FORM — IV (SEE RULE 8) 1 Place of Publication Western India Regional Council of the Institute of Company Secretaries of India, 13 Jolly Maker Chambers No. 2, First Floor, Nariman Point, Mumbai — 400 021. 2 Periodicity of Publication Monthly 3 Printer's Name Sudipto Pal, for and on behalf of Western India Regional Council of The Institute of Company Secretaries of India Whether a Citizen of India Yes Address Joint Director, Western India Regional Council of the Institute of Company Secretaries of India 13 Jolly Maker Chambers No. 2, First Floor, Nariman Point, Mumbai — 400 021. 4 Publisher's Name Sudipto Pal, for and on behalf of Western India Regional Council of the Institute of Company Secretaries of India Whether a Citizen of India Yes Address Joint Director, Western India Regional Council of the Institute of Company Secretaries of India 13 Jolly Maker Chambers No. 2, First Floor, Nariman Point, Mumbai — 400 021. 5 Editor's Name Amit Kumar Jain, Practising Company Secretary, D.P.A. & Associate Company Secretaries, S-7, II Floor, Gurukripa Plaza Zone –II, M.P. Nagar, Bhopal – 462 011. I, Sudipto Pal, hereby declare that the particulars given above are true to the best of my knowledge and belief. Date: 01.03.2011 For WIRC of ICSI Sd/- Sudipto Pal Signature of Publisher “I stand for freedom of expression, doing what you believe in, and going after your dreams.” - Madonna Ciccone 42 March, 2012
- 49. miscellaneous CS Quiz & Advertisement CS Quiz PRIZE QUERY A public company appointed Mr. A as managing director for a period of three years effective from 01.07.2008. The Company failed to re-appoint Mr. A as managing director inadvertently on or before the expiry of his term ended on 30.06.2011. The Company realized its error in August 2011; however, Mr. A continued to act as such and signed various documents/agreement and represented the Company as managing director. Considering above; can Mr. A be re-appointed as managing director in August 2011 with retrospective effect from 01.07.2011 for another three years? What is the validity of acts done by Mr. A after 30.06.2011 for and on behalf of the Company? Conditions 1. Answers should not exceed one typed page in double space. 2. Last date of receipt of answer is April 7, 2012. 3. Two prizes (a first and a second) in kind will be awarded to the best answers and the names of the contributors will be published in the journal. 4. The envelope should be superscribed ‘Prize Query March 2012 Issue’and addressed by name to : Amit Kumar Jain, Editor ICSI-WIRC’s FOCUS WIRC Premises No.13, 56 & 57, Jolly Maker Chambers No.2, First Floor, Nariman Point, Mumbai - 400 021. VALUATION OF ASSETS BRANDS BUSINESS GOODWILL TECHNICAL KNOW HOW Several prominent valuations carried out by us Please Contact: Rs. $ £ ANMOL SEKHRI CONSULTANTS PVT. LTD. Bandra Arcade, Ground Floor, National Library Road, Opp. Bandra Railway Station Bandra (W), Mumbai – 400 050. Tel :( 022) 26407841/ 26512948 Fax – 2641 9865 M: 9892213456 / 9892235678 Website: www.valuationsekhri.com E-mail: [email protected], [email protected] “Never let your head hang down. Never give up or sit down and grieve. Find another way.” - Satchel Paige 43 March, 2012
- 50. ICSI - WIRC Photo Gallery Series of Study Circle Meetings organised by WIRC Andheri Study Circle - 29th January 2012 L-R, M/s. Mahavir Lunawat, S.N. Ananthasubramaniam - Scene of audience Vice President ICSI, Jayesh Thakur, Ragini Chokshi Bhayander Study Circle Borivali Study Circle Borivali Study Circle 19th February 2012 12th February 2012 12th February 2012 L - R, M/s. Nirav Gala, Uma Mondal, M.M. Purohit Mr. Mahavir Lunawat, Chairman, ICSI-WIRC L -R, M/s. Prakash Pandya, Balwantraj Jain, Addressing the audience Hitesh Kothari Workshop on Understanding Financial Statements & Important Aspects of Annual Report Preparation 9th & 10th March 2012 Mr. Mayur Chokshi speaking L-R, M/s. Abhay Agarwal and N. P Pandya - BSE .
- 51. ICSI - WIRC Photo Gallery Seminar on Insider Trading Regulations, New Takeover Code & Issue of Preference Shares 18th February 2012 Scene of audience L-R, Ms. Prachi Pande, Ms. Rinku, Mr. Sanjay Gupta, Mr. J. J. Bhatt and Ms. Ragini Chokshi Seminar on Secretarial Audit Seminar on Cross Border & Peer Review Aspects - 3rd March 2012 Transactions - 25th February 2012 L to R, M/s. N.L. Bhatia, Prakash Pandya, Sanjay Gupta Addressing, Ms. Ragini Chokshi and Ms. Sudha Bhushan Ladies Special Programme 10th March 2012 L-R, M/s. Dipti Mehta, Kaushik Jhaveri, Ragini Chokshi, L -R, Ms. Neena Jindal, M/s. Dipti Neelkanthan and Ms.Dipti Mehta S.N. Ananthasubramaniam, Mahavir Lunawat, B. Narasimhan, Atul Mehta