Key Takeaways:
Restrictions on allotment and commencement of business
Allotment of shares by private and public companies
Rights and powers attaching shares
Issue of shares with differential voting rights
Key Takeaways:
Appointment of directors under Singapore Companies Act
Disqualifications of directors
Powers and duties of directors
Removal and resignation of directors
Objectives & Agenda :
One of the primary and popular forms of raising money by a public company is by way of offer of securities to public. Private Companies are prohibited to invite the public to subscribe for any securities of the company. Such issue enables a company to raise funds from large number of investors. The webinar covers the aspects of overview on public issue, issue of prospectus, various types of prospectus, statutory provisions in the Companies Act, 2013, compliance aspects and judicial precedents.
Managerial Remuneration under Companies Act and SEBI (LODR) RegulationsDVSResearchFoundatio
Key Takeaways:
Limits prescribed under Companies Act, 2013
Procedural aspects and provisions of Schedule V
Relaxation of provisions for certain companies
Recent amendments in SEBI (LODR) Regulations
Key Takeaways:
Restrictions on allotment and commencement of business
Allotment of shares by private and public companies
Rights and powers attaching shares
Issue of shares with differential voting rights
Key Takeaways:
Appointment of directors under Singapore Companies Act
Disqualifications of directors
Powers and duties of directors
Removal and resignation of directors
Objectives & Agenda :
One of the primary and popular forms of raising money by a public company is by way of offer of securities to public. Private Companies are prohibited to invite the public to subscribe for any securities of the company. Such issue enables a company to raise funds from large number of investors. The webinar covers the aspects of overview on public issue, issue of prospectus, various types of prospectus, statutory provisions in the Companies Act, 2013, compliance aspects and judicial precedents.
Managerial Remuneration under Companies Act and SEBI (LODR) RegulationsDVSResearchFoundatio
Key Takeaways:
Limits prescribed under Companies Act, 2013
Procedural aspects and provisions of Schedule V
Relaxation of provisions for certain companies
Recent amendments in SEBI (LODR) Regulations
This document summarizes key provisions around the registration of charges under the Singapore Companies Act. It discusses the duty of companies to register existing and new charges, what types of charges require registration, timelines for registration, details to be included in the register of charges maintained by the Registrar, rectification of errors or omissions, and penalties for non-compliance. The document is divided into sections that correspond to relevant sections of the Companies Act, with each section outlining requirements, exceptions, and consequences related to the registration of charges on company property.
What are the post listing compliance norms for SME entities?DVSResearchFoundatio
The document summarizes post-listing compliance norms for small and medium enterprises (SMEs) listed on SME exchanges in India. It discusses requirements for further capital issues, green shoe options, migration to the main board, further public offerings, and mandatory and voluntary disclosures. Key requirements include making full disclosures for further issues, obtaining shareholder approval for green shoe options, complying with eligibility criteria for migration, and submitting regular financial disclosures and statements on the use of IPO proceeds.
OBJECTIVE
Winding up is the final stage in the business cycle of a Company. It is the process of closing down the legal existence of a Company. It can be done either by the Company on its own (voluntary winding up) or by an order passed by the Tribunal (compulsory winding up). Provisions under Companies Act, 2013 with respect to voluntary winding up are omitted and shifted to Insolvency and Bankruptcy Code, 2016 (“the Code”). The webinar covers the aspects of provisions involved in voluntary winding up as enshrined under the Code read with Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017.
Sebi (lodr) regulations obligations on listing of id rs & securitised de...DVSResearchFoundatio
Key Takeaways:
Equitable treatment to IDR holders
Terms / Structure of IDRs
Information to stock exchange / investors
Terms of Securitised Debt Instruments
The document provides an overview of public issue of debentures by companies in India. It defines debentures and various types of debentures. It discusses the process of public issue of debentures which requires issue of a prospectus, appointment of a debenture trustee, creation of debenture redemption reserve, and compliance with various other statutory requirements. It also describes different types of prospectus that can be issued for public offer of debentures and exceptions available for certain companies.
Key Takeaways
Maintenance of bank accounts by liquidator in case of winding up
Manner of depositing unpaid dividend & undistributed assets to Company Liquidation Dividend and Undistributed Assets Account
Summary procedure for liquidation
Power of Tribunal to declare dissolution as void
Dissolution Order
What are the salient features of CFSS, 2020 and LLP Settlement Scheme, 2020?DVSResearchFoundatio
OBJECTIVE
In order to make a fresh start on a clean state, Ministry of Corporate Affairs (MCA) vide circulars issued in March, 2020 has taken certain alleviative measures by introducing the Companies Fresh Start Scheme, 2020. Further, to promote ease of doing business, MCA has given relaxation in additional fees with respect to filing of pending documents with MCA by defaulting LLPs by introducing LLP Settlement Scheme, 2020. These Schemes act as relief to defaulting Companies / LLPs by mitigating their financial burden and giving them an opportunity to make a fresh start. In this webinar, we shall understand the salient features of these Schemes including their objective, applicability and the effect of immunity.
What are the key elements of the companies (amendment) bill, 2020DVSResearchFoundatio
The document summarizes key proposed amendments to the Companies Act 2013 in India based on recommendations to decriminalize certain offenses. Some key points:
- It proposes to decriminalize certain offenses that do not involve larger public interest by removing imprisonment and relaxing penalties.
- It empowers the central government to exempt certain classes of companies from the definition of "listed company".
- It reduces timelines for rights issues to speed them up and provides exemptions to certain classes of companies from filing certain resolutions.
- It allows companies with CSR spending obligations up to Rs. 50 lakhs to not constitute a CSR committee and allows eligible companies to set off excess CSR spending against future obligations.
The document provides an overview of tax assessment for co-operative societies under the Income Tax Act of 1961. It discusses key sections such as the definition of a co-operative society (Section 2(19)), exemptions for certain co-operative societies (Section 10(27)), deductions allowed for income of co-operative societies (Section 80P), and conditions for deductions. It also provides illustrations of computing total income and summarizes some relevant judicial precedents.
Taxation and Other Laws (Relaxation and Amendment of Certain Provisions) Bill...DVSResearchFoundatio
The document summarizes key amendments proposed in the Taxation and Other Laws (Relaxation and Amendment of Certain Provisions) Bill, 2020 relating to direct tax provisions in India. Some key amendments include providing tax incentives to Category-III Alternative Investment Funds located in International Financial Services Centres, reducing the surcharge on dividend income for Foreign Portfolio Investors, clarifying provisions related to residential status, extending timelines related to the Vivad se Vishwas scheme for settling tax disputes, and introducing faceless assessment schemes for various tax proceedings. The Bill also proposes some other miscellaneous amendments related to exemptions, penalties, and powers of tax authorities.
Objectives & Agenda :
To understand the assessment of partnership firms. To know the conditions to be satisfied to be assessed as a firm. To understand how partnership firms are assessed in various situations. To gain knowledge with regards to the deductions allowed to partnership firms during assessment.To know how to calculate book profit.
SEBI (LODR) Regulations, 2015- Obligations on listing of NCDs / NCRPs - Part IIDVSResearchFoundatio
Key Takeaways:
- Intimations to debenture trustees / holders of NCDs and NCRPs
- Structure / terms of NCDs and NCRPs
- Record date
- Functional Website
ALLOWABILITY OF OUTSTANDING INTEREST CONVERTED INTO DEBENTURES AS AN EXPENSE ...DVSResearchFoundatio
The Supreme Court ruled that the conversion of outstanding interest into debentures by the assessee company qualified for deduction under Section 43B of the Income Tax Act. The conversion was done under a rehabilitation plan agreed with institutional creditors to extinguish the interest liability. The Court observed that Section 43B was not meant to affect bona fide transactions, and debentures were different than loans/borrowings under Explanation 3C. It set aside the High Court's decision and allowed the assessee's claim for deduction, noting the conversion was an actual payment of interest rather than postponing the liability.
Appointment of Registered Valuer under the Companies Act, 2013DVSResearchFoundatio
This document provides an overview of the appointment of registered valuers under the Companies Act 2013 in India, including:
- When valuation is required under the Act for various corporate actions like mergers, preferential shares issuance, etc.
- The eligibility requirements to become a registered valuer, including qualifications, experience, and passing a valuation examination.
- The process for applying for and obtaining a certificate of registration from the authority (currently IBBI), and the ongoing conditions of registration.
- Requirements for how valuations must be conducted, including following valuation standards and what must be included in valuation reports.
- Provisions for temporary surrender of registration and transitional arrangements for existing valuers to obtain registration
Company incorporation under nca 2013 and rules there underRaju and Associates
The document summarizes key provisions relating to incorporation of companies under the Companies Act 2013. It discusses the different types of companies that can be formed, including public, private and one person companies. It provides details on the formation, limitations, conversion and penalties related to one person companies. The document also outlines the requirements for a company's memorandum of association, including the object and name clauses, and articles of association. It discusses provisions regarding alteration of memorandum and articles of association, registered office and service of documents. In addition, it covers commencement of business, conversion of companies and authentication of documents.
This document summarizes key provisions around the registration of charges under the Singapore Companies Act. It discusses the duty of companies to register existing and new charges, what types of charges require registration, timelines for registration, details to be included in the register of charges maintained by the Registrar, rectification of errors or omissions, and penalties for non-compliance. The document is divided into sections that correspond to relevant sections of the Companies Act, with each section outlining requirements, exceptions, and consequences related to the registration of charges on company property.
What are the post listing compliance norms for SME entities?DVSResearchFoundatio
The document summarizes post-listing compliance norms for small and medium enterprises (SMEs) listed on SME exchanges in India. It discusses requirements for further capital issues, green shoe options, migration to the main board, further public offerings, and mandatory and voluntary disclosures. Key requirements include making full disclosures for further issues, obtaining shareholder approval for green shoe options, complying with eligibility criteria for migration, and submitting regular financial disclosures and statements on the use of IPO proceeds.
OBJECTIVE
Winding up is the final stage in the business cycle of a Company. It is the process of closing down the legal existence of a Company. It can be done either by the Company on its own (voluntary winding up) or by an order passed by the Tribunal (compulsory winding up). Provisions under Companies Act, 2013 with respect to voluntary winding up are omitted and shifted to Insolvency and Bankruptcy Code, 2016 (“the Code”). The webinar covers the aspects of provisions involved in voluntary winding up as enshrined under the Code read with Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017.
Sebi (lodr) regulations obligations on listing of id rs & securitised de...DVSResearchFoundatio
Key Takeaways:
Equitable treatment to IDR holders
Terms / Structure of IDRs
Information to stock exchange / investors
Terms of Securitised Debt Instruments
The document provides an overview of public issue of debentures by companies in India. It defines debentures and various types of debentures. It discusses the process of public issue of debentures which requires issue of a prospectus, appointment of a debenture trustee, creation of debenture redemption reserve, and compliance with various other statutory requirements. It also describes different types of prospectus that can be issued for public offer of debentures and exceptions available for certain companies.
Key Takeaways
Maintenance of bank accounts by liquidator in case of winding up
Manner of depositing unpaid dividend & undistributed assets to Company Liquidation Dividend and Undistributed Assets Account
Summary procedure for liquidation
Power of Tribunal to declare dissolution as void
Dissolution Order
What are the salient features of CFSS, 2020 and LLP Settlement Scheme, 2020?DVSResearchFoundatio
OBJECTIVE
In order to make a fresh start on a clean state, Ministry of Corporate Affairs (MCA) vide circulars issued in March, 2020 has taken certain alleviative measures by introducing the Companies Fresh Start Scheme, 2020. Further, to promote ease of doing business, MCA has given relaxation in additional fees with respect to filing of pending documents with MCA by defaulting LLPs by introducing LLP Settlement Scheme, 2020. These Schemes act as relief to defaulting Companies / LLPs by mitigating their financial burden and giving them an opportunity to make a fresh start. In this webinar, we shall understand the salient features of these Schemes including their objective, applicability and the effect of immunity.
What are the key elements of the companies (amendment) bill, 2020DVSResearchFoundatio
The document summarizes key proposed amendments to the Companies Act 2013 in India based on recommendations to decriminalize certain offenses. Some key points:
- It proposes to decriminalize certain offenses that do not involve larger public interest by removing imprisonment and relaxing penalties.
- It empowers the central government to exempt certain classes of companies from the definition of "listed company".
- It reduces timelines for rights issues to speed them up and provides exemptions to certain classes of companies from filing certain resolutions.
- It allows companies with CSR spending obligations up to Rs. 50 lakhs to not constitute a CSR committee and allows eligible companies to set off excess CSR spending against future obligations.
The document provides an overview of tax assessment for co-operative societies under the Income Tax Act of 1961. It discusses key sections such as the definition of a co-operative society (Section 2(19)), exemptions for certain co-operative societies (Section 10(27)), deductions allowed for income of co-operative societies (Section 80P), and conditions for deductions. It also provides illustrations of computing total income and summarizes some relevant judicial precedents.
Taxation and Other Laws (Relaxation and Amendment of Certain Provisions) Bill...DVSResearchFoundatio
The document summarizes key amendments proposed in the Taxation and Other Laws (Relaxation and Amendment of Certain Provisions) Bill, 2020 relating to direct tax provisions in India. Some key amendments include providing tax incentives to Category-III Alternative Investment Funds located in International Financial Services Centres, reducing the surcharge on dividend income for Foreign Portfolio Investors, clarifying provisions related to residential status, extending timelines related to the Vivad se Vishwas scheme for settling tax disputes, and introducing faceless assessment schemes for various tax proceedings. The Bill also proposes some other miscellaneous amendments related to exemptions, penalties, and powers of tax authorities.
Objectives & Agenda :
To understand the assessment of partnership firms. To know the conditions to be satisfied to be assessed as a firm. To understand how partnership firms are assessed in various situations. To gain knowledge with regards to the deductions allowed to partnership firms during assessment.To know how to calculate book profit.
SEBI (LODR) Regulations, 2015- Obligations on listing of NCDs / NCRPs - Part IIDVSResearchFoundatio
Key Takeaways:
- Intimations to debenture trustees / holders of NCDs and NCRPs
- Structure / terms of NCDs and NCRPs
- Record date
- Functional Website
ALLOWABILITY OF OUTSTANDING INTEREST CONVERTED INTO DEBENTURES AS AN EXPENSE ...DVSResearchFoundatio
The Supreme Court ruled that the conversion of outstanding interest into debentures by the assessee company qualified for deduction under Section 43B of the Income Tax Act. The conversion was done under a rehabilitation plan agreed with institutional creditors to extinguish the interest liability. The Court observed that Section 43B was not meant to affect bona fide transactions, and debentures were different than loans/borrowings under Explanation 3C. It set aside the High Court's decision and allowed the assessee's claim for deduction, noting the conversion was an actual payment of interest rather than postponing the liability.
Appointment of Registered Valuer under the Companies Act, 2013DVSResearchFoundatio
This document provides an overview of the appointment of registered valuers under the Companies Act 2013 in India, including:
- When valuation is required under the Act for various corporate actions like mergers, preferential shares issuance, etc.
- The eligibility requirements to become a registered valuer, including qualifications, experience, and passing a valuation examination.
- The process for applying for and obtaining a certificate of registration from the authority (currently IBBI), and the ongoing conditions of registration.
- Requirements for how valuations must be conducted, including following valuation standards and what must be included in valuation reports.
- Provisions for temporary surrender of registration and transitional arrangements for existing valuers to obtain registration
Company incorporation under nca 2013 and rules there underRaju and Associates
The document summarizes key provisions relating to incorporation of companies under the Companies Act 2013. It discusses the different types of companies that can be formed, including public, private and one person companies. It provides details on the formation, limitations, conversion and penalties related to one person companies. The document also outlines the requirements for a company's memorandum of association, including the object and name clauses, and articles of association. It discusses provisions regarding alteration of memorandum and articles of association, registered office and service of documents. In addition, it covers commencement of business, conversion of companies and authentication of documents.
The document provides information on converting a firm to a company under the Companies Act 2013. There are two main methods of conversion - forming a new company with the partners as shareholders, or converting the existing firm without dissolution by preparing deed provisions. The requirements for conversion include having a minimum of 7 members, consent of the majority or 3/4 members, and forming the company as unlimited, limited by shares, or limited by guarantee. The steps outlined include obtaining DINs, reserving a company name, publishing advertisements, and filing various forms along with documents before receiving a certificate of incorporation.
The document discusses various financial and tax planning decisions including capital structure decisions, dividend policy, bonus shares, capital gains, bond washing transactions, make or buy decisions, repair/replace decisions, and shutdown or continue decisions. It also discusses tax planning related to amalgamation or demerger of companies, conversion of firms to companies, and conversion of sole proprietorships to companies. Key considerations for various decisions are outlined relating to taxation.
Key extracts of new companies bill 2012Ankur Mathur
The document defines key terms related to companies such as financial year, one person company, private company, small company, and dormant company. It also summarizes provisions around incorporation of companies, conversion of existing companies, registered office, commencement of business, acceptance of deposits, accounts, corporate social responsibility, constitution of the National Financial Reporting Authority, and appointment of auditors. The key highlights are definitions for different types of companies, requirements for incorporation and registration, obligations around accepting deposits and corporate social responsibility, and establishment of the National Financial Reporting Authority to regulate accounting and auditing standards and practices.
The document defines amalgamation as the union of two or more companies to form a new entity, discusses the legal procedures and reasons for amalgamation such as tax benefits and synergies. It also outlines the process for acquiring shares of dissenting shareholders through sections 394-396 of the Companies Act and proposed changes in the new Companies Bill.
This document provides an overview of the demerger process under Indian law. It begins with definitions of a demerger and discusses the key tax considerations from the 2019 Union Budget. It then explains the different types of demergers and compares the demerger provisions under the Companies Act and Income Tax Act. The remainder of the document outlines the regulatory requirements and process for undertaking a demerger according to the Companies Act, SEBI regulations, and important documentation needed.
The document discusses mergers and amalgamations under the Indian Companies Act of 1956. It defines key terms like merger, amalgamation, and defines the relevant sections of the Act. It discusses the process of approval that includes convening shareholder and creditor meetings directed by the court, voting requirements of a majority in number and 3/4 in value, and the role of the registrar of companies and official liquidator in providing reports to the court before sanctioning a scheme.
Objective and Agenda:
In order to bring flexibility and to monitor the activities of the charitable organisations in India, non-governmental organisations are given the corporate status by forming companies under Section 8 of the Companies Act, 2013. The scope of the webinar is to cover the objects of forming a Section 8 Company, procedure to obtain license, benefits of forming a Section 8 Company, conversion of Section 8 Company into any other company, effects of non-compliance of objects and the tax benefits available to such companies.
Companies limited by shares can alter their share capital, such as by increasing shares, consolidating shares, or subdividing shares, by passing an ordinary resolution if authorized by their articles of association. If the articles do not provide authorization, the company must first amend the articles via a special resolution. The company must file notice of any alterations with the registrar of companies within 30 days and failing to do so can result in penalties. A company can also reduce its share capital through a special resolution subject to approval by the tribunal and notice to creditors and other parties. A company is allowed to purchase its own shares out of free reserves or securities premium account according to certain conditions outlined in the document.
Mergers and amalgamations allow companies to achieve synergies, economies of scale, tax advantages, and strengthen their financial position. The Companies Act of 1956 allows for compromises or arrangements between companies and their creditors/members, including schemes for reconstruction or amalgamation involving transfer of undertakings between companies. Closure of an industrial undertaking requires 60 days advance notice to the government, with compensation of 15 days pay per year of service over 6 months paid to eligible workers. Certain circumstances like acts of God or eminent domain may exempt employers from these requirements.
The document summarizes key aspects of amalgamation, mergers, acquisitions, and takeovers under Indian law. It outlines the procedures for amalgamation/mergers according to the Companies Act, including drafting schemes of arrangement, holding shareholder meetings, applying to courts for approval, and filing with the registrar of companies. It also describes major laws governing acquisitions and takeovers, such as SEBI regulations on substantial acquisitions and takeovers. The procedures under SEBI regulations include public announcements, letters of offer to shareholders, minimum share acquisition levels, and escrow account requirements.
This document discusses mergers and acquisitions (M&A) under the new Companies Act 2013 in India. It provides an overview of key M&A concepts and processes introduced by the Act, including the establishment of the National Company Law Tribunal (NCLT) as a single forum for corporate matters. It also describes transitional provisions, fast-track mergers for small companies, cross-border mergers, and the roles of regulatory authorities like SEBI in the new M&A regime. Overall, the document outlines the major changes and reforms to M&A provisions in India implemented through the Companies Act 2013.
This document summarizes the key provisions around mergers and amalgamations under the Companies Act of 1956 in India. It covers definitions, the roles of various entities in the process like courts and company registrars, requirements around shareholder and creditor approval, effective vs appointed dates of mergers, and other aspects like capital reductions and applicability of securities regulations. The summary is presented as a question and answer format for ease of understanding of the legal concepts involved in corporate mergers and amalgamations.
Ppt on incorporation of company as per new company act, 2013 (updated)Sandeep Kumar
The document outlines the key steps and requirements for incorporating a company under the Companies Act of 2013 in India. It discusses reserving a company name, drafting the memorandum and articles of association which define the company's constitution and internal management, applying for incorporation and the documents required, and receiving a certificate of incorporation. It also summarizes some of the main contents of a memorandum and articles of association such as membership, rights of members, and limitations.
winding companies.pptx company law and processDeepak Tandon
The document discusses the winding up process for companies in India according to the Companies Act 2013. It defines winding up as the process of ending or dissolving a business by selling assets, paying off creditors, and distributing remaining assets. There are two types of winding up - voluntary, initiated by shareholders or creditors, and compulsory, initiated by the tribunal. The tribunal can order winding up if the company is unable to pay debts, has acted against national interests, or has not filed financial statements for 5 years. The process involves board and shareholder resolutions, appointing a liquidator, settling debts and distributing assets, auditing accounts, and applying to the tribunal for dissolution.
The document discusses dormant companies under the Indian Companies Act of 2013. A dormant company is inactive with no significant transactions. Companies formed for future projects or to hold assets/IP can apply for dormant status, with minimal annual filings and fees. Dormant status allows keeping a company registered inactive for up to 5 years with advantages like easy reactivation later. Non-compliance can result in the company being struck off the dormant companies register.
OBJECTIVE
Merger and Amalgamation (M&A) is one of the forms of Corporate Restructuring. M&A transactions are generally done to diversify the business, reduce competition, exercise increased scale of operations, to focus on core businesses to streamline costs and improve profit margins, etc. Provisions for merger and amalgamation under Companies Act, 2013 also includes demerger. The webinar deals with the provisions of merger and amalgamation enshrined in Companies Act, 2013 read with Rules made there under, legal formalities involved and judicial precedents.
This document summarizes the key differences between private and public companies under the Companies Act of 1956 in India. It explains that private companies can have 2-50 members and a minimum paid-up capital of Rs. 1 lakh, while public companies can have 7 or more members and a minimum paid-up capital of Rs. 5 lakh. Private companies are more limited in their ability to invite public investment and have less regulatory requirements than public companies. The document also outlines the detailed process for converting a private company into a public company to comply with statutory rules.
Similar to Arrangements, Reconstructions and Amalgamations under Singapore Companies Act - Part II (20)
SCRAPPING OF RETRO TAX PROVISIONS : A REVIVAL OF OVERSEAS INTEREST IN INDIADVSResearchFoundatio
The document summarizes the scrapping of retroactive tax provisions in India. It provides background on retroactive taxation laws introduced in 2012 in response to court rulings. It analyzes prominent cases like Vodafone and Cairn Energy that challenged the retroactive taxes under bilateral investment treaties. The Taxation Laws Amendment Act of 2021 was passed to scrap these retroactive provisions and provide tax refunds to affected companies like Cairn Energy. The act aims to improve India's reputation as an investment destination and revive interest from foreign investors.
Key Takeaways: - Analysis of section 45(4), section 9B of the Income Tax Act...DVSResearchFoundatio
Key Takeaways:
- Analysis of section 45(4), section 9B of the Income Tax Act and Rule 8AA and Rule 8AB of Income Tax Rules
- Illustrations to understand the relevant impact
- Critical Issues concerned with the provisions
Key Takeaways:
- Facts of the case
- Issues and Orders of the case
- Contention of the parties
- Observations by Honourable Supreme Court
- Conclusions
Key Takeaways:
- Facts of the case
- Issues and Orders of the case
- Contention of the parties
- Observations by Honourable Supreme Court
- Conclusions
FALLACIOUS DISREGARDING OF TRANSACTIONS THAT RESULT IN A TAX BENEFIT TO THE A...DVSResearchFoundatio
Key Takeaways:
- Facts of the case
- AO's contention
- Ruling of CIT(A) and issues for consideration of the ITAT
- Observations of ITAT
- Final Ruling
- Way Forward
Key Takeaways:
- Facts of the case
- Issues and Orders
- Contention of the parties
- Observations of Honourable Supreme Court
- Conclusion and way forward
This document outlines the process and documentation required for an SME to obtain an in-principle approval for an initial public offering (IPO) listing on the National Stock Exchange of India (NSE). It details the documents required to be submitted on T+2, T+3, T+4, and T+5 days from the date of in-principle approval to finalize the listing. These include annual reports, board resolutions, shareholding details, basis of allotment, post-issue shareholding pattern, and confirmation from issuers, merchant bankers, and statutory auditors. It also provides information on NEAPS platform registration and payment of processing and annual listing fees.
1) Prior to listing on an SME exchange, a company must file an offer document with SEBI and the relevant stock exchange and appoint qualified intermediaries like lead managers, registrars, and syndicate members.
2) The company must make required disclosures in the offer document and the lead manager must conduct due diligence on these disclosures.
3) After filing the offer document, the company must price the issue, keep the issue open for subscription for at least 3 days, and ensure the issue is underwritten and market making arrangements are in place.
This document outlines the criteria for Small and Medium Enterprises (SMEs) to list on the SME platforms of the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) in India. The key eligibility criteria are a positive net worth, a track record of at least 3 years of operations, and operating profits over the last 2-3 years. Additional disclosure requirements include details on directors, regulatory actions, litigation status, and defaults. SMEs listed can later migrate to the main board of the exchanges if they meet certain criteria like company size and track record. As of now, over 220 companies are listed on NSE's SME platform and over 100 have migrated from BSE's SME platform
Key Takeaways:
- Background and Overview of Legal Provision
- Facts of the Case
- Contentions of the Assessee and Revenue
- Supreme Court’s Verdict
- Key Learnings and Way Forward
An Indian individual seeks to incorporate a company in Singapore. The process involves obtaining name approval, determining the company structure as a private or public company, appointing directors and other key personnel, selecting a registered office address, and drafting a company constitution. Once incorporated, the new company can open a Singapore bank account and obtain a tax residency certificate. Indian regulations allow for foreign direct investment through the automatic route or approval route depending on the amount and financial commitment. The entire incorporation process can be completed quickly online but setting up documents may take a few days.
AUTOMATIC VACATION OF STAY GRANTED BY TRIBUNALDCIT v. PEPSI FOODS LTD. [2021]...DVSResearchFoundatio
Key Takeaways:
- Background and Overview of Legal Provision
- Facts of the Case
- Contentions of the Assessee and Revenue
- Supreme Court’s Verdict
- Key Learnings and Way Forward
Commissioner of income tax-iv.reliance energy ltd.[2021] 127 taxmann.com 69(sc)DVSResearchFoundatio
The Supreme Court ruled that deductions under Section 80-IA of the Income Tax Act can be adjusted against income from other sources, not just business income.
The Revenue Department had argued that Section 80-IA(1) limits deductions to only business income based on the phrase "derived from". However, the Supreme Court observed that Section 80-IA(5) deals only with computing the deduction amount, not limiting it.
The ruling allows eligible businesses to set off Section 80-IA and similar deductions against any head of income, not just profits and gains from business, subject to the overall gross total income limit. This provides tax relief to companies with other sources of income.
How to Implement a Real Estate CRM SoftwareSalesTown
To implement a CRM for real estate, set clear goals, choose a CRM with key real estate features, and customize it to your needs. Migrate your data, train your team, and use automation to save time. Monitor performance, ensure data security, and use the CRM to enhance marketing. Regularly check its effectiveness to improve your business.
Taurus Zodiac Sign: Unveiling the Traits, Dates, and Horoscope Insights of th...my Pandit
Dive into the steadfast world of the Taurus Zodiac Sign. Discover the grounded, stable, and logical nature of Taurus individuals, and explore their key personality traits, important dates, and horoscope insights. Learn how the determination and patience of the Taurus sign make them the rock-steady achievers and anchors of the zodiac.
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3. 3
Legends used in the Presentation
3
Act Singapore Companies Act
BOD Board of Directors
GM General Meeting
HC Holding Company
SC Subsidiary Company
Sec. Section
SGD Singapore Dollar
u/s Under section
WOS Wholly Owned Subsidiary
6. 6
Sec. 215A
•Amalgamation of 2 or more companies in Singapore is subject to the order of
Court u/s 212 of the Act and any other law relating to merger / amalgamation
Sec. 215B
•Contents of Amalgamation proposal:
•Terms of amalgamation
•Name of the Amalgamated Company (either one of the Amalgamating
Companies name or new name)
•Registered office address and details of Directors of Amalgamated Company
•Constitution of Amalgamated Company
•Manner of conversion of shares of Amalgamating Company to shares of
Amalgamated Company, if there is no such conversion the consideration to be
paid to the holders of shares
•If shares of one of the Amalgamating companies are held by / on behalf of
another of the Amalgamating companies, the manner of cancellation* of those
shares without consideration
Meaning
*Cancellation of shares shall not be deemed to be reduction of share capital
7. 7
Sec. 215C- Manner of approving Amalgamation proposal
BOD has to pass a
resolution stating that the
amalgamation is in the
best interest of the
Amalgamating company
Make a solvency
statement in relation to
the Amalgamating
company
Make a solvency
statement in relation to
the amalgamated
company
Every director who votes
in favour of the resolution
and makes statement has
to give a declaration that
the necessary conditions
are satisfied
BOD shall call for a GM by
sending not less than 21
days notice
To the members along
with Amalgamation
proposal, declarations,
material interest of
directors
To the secured creditors
along with copy of
Amalgamation proposal
Publish in at least 1 daily
English newspaper
circulating generally in
Singapore a notice of the
proposed amalgamation
Members shall pass a
Special resolution for
approving the proposal
and from any other
person, if contained in
the proposal
8. 8
When a HC & SC gets amalgamated, passing of
special resolution by members of each Company in
the GM is sufficient by agreeing that-
The shares of each amalgamating SC will be
cancelled without payment of consideration, if
the amalgamating companies continue as the
amalgamated HC
The shareholders of amalgamating HC shall be
issued the same no. of shares in the
amalgamated SC without any payment, if the
companies continue as an amalgamated SC and
the balance shares will be cancelled*
2 or more WOS of the same corporation may
amalgamate and continue as 1 company if
members of each company by passing of special
resolution in the GM agree that-
The shares of all but one of the amalgamating
companies will be cancelled* without
consideration
The constitution of the amalgamated
company will be the same as the constitution of
the amalgamating company whose shares are
not cancelled
Sec. 215D- Short form Amalgamation
Written notice of GM
shall be given to the
secured creditors not
less than 21 days before
the date of meeting
BOD has to make a
solvency statement
before the GM in
relation to the
Amalgamated company
Every director who votes
in favour of making the
solvency statement has
to give a declaration
that the necessary
conditions are satisfied
*Cancellation of shares shall not be deemed to be reduction of share capital
9. 9
Sec. 215E- Registration of Amalgamation with Registrar:
List of documents as specified in the Act has to be submitted with the Registrar in
such form along with such fees for effecting an Amalgamation
Sec. 215F- Notice of Amalgamation:
On receipt of documents, the Registrar shall issue a notice of Amalgamation (if the
Amalgamated Company is one among the Amalgamating Companies) and notice of
Incorporation (if it is a new Company)
If the amalgamation proposal specifies any date on which the amalgamation is
intended to be effective, the notice given by the Registrar shall contain such date
Upon receiving the application of the amalgamated company, the Registrar shall
issue a certificate of confirmation of amalgamation
10. 10
all the property, rights and privileges
Amalgamated company shall have the name as specified in the amalgamation
proposal
all proceedings pending by or against company
all the liabilities and obligations
Sec. 215G- Effect of Amalgamation – The date
shown in the notice of amalgamation -
Will be effective the date of amalgamation
the shares and rights of the members in the amalgamating
companies shall be converted into the shares and rights provided
for in the amalgamation proposal
any conviction, ruling, order or judgment in favour of / against
the company
Amalgamating
Companies
Amalgamated
Company
11. 11
If the Court is satisfied that the giving effect to an amalgamation proposal would unfairly prejudice a
member / creditor / a person to whom an amalgamating company is under an obligation, the Court
may make the following order if it receives application from such persons before the effective date of
amalgamation
Sec. 215H -
Order of the
Court
directing that effect must not be given to
the amalgamation proposal
modifying the amalgamation proposal in
such manner as may be specified in the
order
directing the amalgamating company or its
board of directors to reconsider the
amalgamation proposal / any part thereof
13. 13
The BOD of the Amalgamating Company has to make a statement that as on the date of
statement, the Company has no ground on which the amalgamating company would then be
found to be unable to pay its debts and the value of assets are not less than the value of
liabilities (including contingent liabilities)
If the Amalgamating Company is a Dormant / Small Company which is exempt from
audit, the solvency statement can be in form of a declaration in writing or to be
accompanied by Auditor’s report stating that he has inquired into the affairs of the
Company and he is of the opinion that the statement is not unreasonable given all the
circumstances
Penal provision: Any director who votes in favour of resolution / causes a solvency statement
without reasonable grounds shall be guilty of an offence
Fine: < 1,00,000 SGD / Imprisonment: < 3 years / both
Sec. 215I- Solvency statement in relation to Amalgamating Company
14. 14
The BOD of the Amalgamating Company has to make a statement that the
Amalgamated Company will be able to pay off its debts as they fall due as at the
date on which the amalgamation becomes effective and the value of assets are
not less than the value of liabilities (including contingent liabilities)
Penal provision: Any director who votes in favour of resolution / causes a
solvency statement without reasonable grounds shall be guilty of an offence
Fine: < 1,00,000 SGD / Imprisonment: < 3 years / both
Sec. 215J- Solvency statement in relation to Amalgamated Company
16. 16
Treatment of consideration as per section 197 of Insolvency, Restructuring and Dissolution
Act, 2018 (Unclaimed assets to be paid to official receiver): Any unclaimed or undistributed
money shall be treated as Unclaimed assets which will lie in the hands of official receiver
Sec. 215K:
• If the Amalgamation proposal is approved u/s 215C or
• Deemed to be approved u/s 215D,
• provides for any money / other consideration which is held by / on behalf of any party to
Amalgamation in trust for any person,
• it shall be transferred to the official receiver after the expiration of 2 years and before
the expiration of 10 years from the date of receipt
• Official receiver shall deal with such money / other consideration as per sec. 197 of
Insolvency, Restructuring and Dissolution Act, 2018
18. 18
Any member* / debenture
holder of a company / in
the case of a declared
company under Part IX
(Investigations), the
Minister may make
application to the Court
• If the affairs of the company are being
conducted / the powers of the directors are
being exercised in a manner oppressive to 1
or more of the members / debenture holders
(including himself)
• In disregard of his / their interests as
members, shareholders / debenture holders
of the company or
• Some act of the company has been done / is
threatened / that some resolution of the
members, debenture holders / any class of
them has been passed / is proposed which
unfairly discriminates against / is otherwise
prejudicial to 1 or more of the members /
debenture holders (including himself)
*Member – includes a person
to whom shares in the company
have been transmitted by
operation of law
Sec. 216
19. 19
On receipt of such application and if the Court is satisfied, it may issue any of the following
orders to the matter to an end / for remedying the matters
direct / prohibit any act / cancel / vary any
transaction / resolution
regulate the conduct of the affairs of the
company in future
authorise civil proceedings to be brought
in the name of / on behalf of the company
by such person(s) and on such terms as the
Court may direct
provide for the purchase of the shares /
debentures of the company by other
members / debenture holders of the
company or by the company itself
In the case of a purchase of shares by the
company, provide for a reduction
accordingly of the company’s capital
provide that the company be wound up –
the provisions of this Act shall apply with
such modifications
20. 20
• Filing with Registrar:
A copy of Court’s order shall be lodged by the applicant with the Registrar within 14 days
after the making of the order
• Penal provision: Default in lodging of order copy with the Registrar, the
respective person shall be guilty of an offence
• Fine: < 1,000 SGD and a default penalty
22. 22
Complainant
•any member of a company
•the Minister, in the case of a declared company under Part IX (Investigations) or
•any other person who, in the discretion of the Court, is a proper person to make
an application
Rationale for
application to
Court
•a complainant may apply to the Court
•for leave to bring an action / arbitration in the name and on behalf of the
company or
•intervene in an action / arbitration to which the company is a party for the
purpose of prosecuting, defending / discontinuing the action / arbitration on
behalf of the company
Grounds on
which Court has
to be satisfied
•complainant has given 14 days notice to the BOD stating his intention to apply
to the Court, if they do not bring, diligently prosecute / defend / discontinue the
action / arbitration*
•the Complainant is acting in good faith and
•it appears to be prima facie in the interest of the Company
Sec. 216A
23. 23
*If the Complainant on an application can establish to the satisfaction of the
Court that it is not expedient to give notice to the directors,
The Court may make such interim order as it thinks fit pending the complainant
giving notice as required
Following (including but not limited to) orders or interim orders can be made by
the Court for granting of leave-
an order authorising the complainant / any other person to control the
conduct of the action / arbitration
an order giving directions for the conduct of the action / arbitration by the
person so authorised and
an order requiring the company to pay reasonable legal fees and
disbursements incurred by the complainant in connection with the action /
arbitration
25. 25
• shall not be stayed /
dismissed by reason only
that it is shown that an
alleged breach of a right /
duty owed to the company
has been / may be approved
by the members of the
company
• But, the evidence of
approval by the members
may be taken into account
by the Court in making an
order
• shall not be stayed,
discontinued, settled /
dismissed for want of
prosecution without the
approval of the Court and
• if the Court determines that
the interest of any
complainant may be
substantially affected by such
stay, discontinuance,
settlement / dismissal, the
Court may order any party to
the application / action to give
notice to the complainant
• the Court may at any
time order the company
to pay to the
complainant interim
costs, including legal
fees and disbursements
• but the complainant
may be accountable for
such interim costs upon
final disposition of the
application / action
Sec. 216B- Application made / an action brought / intervened in u/s 216A