The document discusses proposed amendments to regulations regarding insider trading and short swing profits in India. Key points include: 1) Requiring substantial shareholders holding over 5% shares to disclose their holdings but exempting them from insider trading regulations; 2) Clarifying applicability of regulations to trading in derivative products; 3) Exempting transactions in derivative products from certain insider trading requirements due to their short tenures; 4) Clarifying treatment of employee trusts and stock option plans under short swing profit regulations.
This document is a portfolio management agreement between KRChoksey Shares & Securities Private Limited (KRCSSPL) and a client. It outlines the terms of KRCSSPL providing either discretionary or non-discretionary portfolio management services to the client. Key points include KRCSSPL being authorized to invest the client's funds in securities as it deems fit, maintain books and records of transactions, provide quarterly statements to the client, and open bank and depository accounts on behalf of the client to manage the portfolio. The agreement is in compliance with applicable SEBI regulations for portfolio managers.
This document provides an overview of typical terms included in a venture capital term sheet and how they are commonly negotiated between investors and founders. It discusses key terms such as pre-emptive rights, board representation, transfer restrictions, indemnity provisions, exit rights, liquidation preferences, and when investor and founder rights/obligations cease. The document emphasizes the importance of clearly outlining these terms in the initial term sheet to avoid prolonged negotiations later during definitive agreement drafting.
This document discusses the accounting treatment of embedded derivatives under IFRS 9. It provides guidance on:
- When an embedded derivative must be separated from its host contract and accounted for separately.
- Examples of common embedded derivatives like interest rate floors and caps, foreign currency features, and equity-linked features.
- How to determine if an embedded derivative is closely related to the host contract or requires separate accounting.
- The accounting for multiple embedded derivatives within a single hybrid contract.
Thiet ke Brochure - Mekong Capital 2009Viết Nội Dung
This document provides a disclaimer stating that it does not constitute an offer to sell securities or provide investment management services. It also states that the document should not be considered a sole basis for investment decisions and that prospective investors should contact Chris Freund. Certain information in the document constitutes forward-looking statements and economic/market information has been obtained from third parties, though its accuracy cannot be guaranteed.
The document provides a technical analysis of the Nifty 50 index by Doha Brokerage and Financial Services. It predicts that:
1) The Nifty will remain mostly below 6000 levels for the rest of the year due to political instability and a weak economy.
2) Upside will be capped at 5970 levels, as this was a resistance level the index failed to close above previously.
3) The index may see a minor pullback or short covering rally to 5660 or 5720 levels, but fresh short positions are expected to pile on at these levels, pushing prices lower again.
The document discusses amendments made to regulations regarding opening escrow accounts and pledging shares for foreign direct investment transactions in India. Key points:
1) Authorized dealers and SEBI depository participants can now open non-interest bearing escrow accounts in India on behalf of residents and non-residents for FDI transactions, without prior RBI approval.
2) Shares of an Indian company held by non-residents can now be pledged in favor of Indian or overseas banks to secure business loans for the company or its affiliates, subject to certain conditions.
3) The changes aim to provide more operational flexibility and ease procedures for FDI transactions like joint ventures and private equity investments.
This document is a portfolio management agreement between KRChoksey Shares & Securities Private Limited (KRCSSPL) and a client. It outlines the terms of KRCSSPL providing either discretionary or non-discretionary portfolio management services to the client. Key points include KRCSSPL being authorized to invest the client's funds in securities as it deems fit, maintain books and records of transactions, provide quarterly statements to the client, and open bank and depository accounts on behalf of the client to manage the portfolio. The agreement is in compliance with applicable SEBI regulations for portfolio managers.
This document provides an overview of typical terms included in a venture capital term sheet and how they are commonly negotiated between investors and founders. It discusses key terms such as pre-emptive rights, board representation, transfer restrictions, indemnity provisions, exit rights, liquidation preferences, and when investor and founder rights/obligations cease. The document emphasizes the importance of clearly outlining these terms in the initial term sheet to avoid prolonged negotiations later during definitive agreement drafting.
This document discusses the accounting treatment of embedded derivatives under IFRS 9. It provides guidance on:
- When an embedded derivative must be separated from its host contract and accounted for separately.
- Examples of common embedded derivatives like interest rate floors and caps, foreign currency features, and equity-linked features.
- How to determine if an embedded derivative is closely related to the host contract or requires separate accounting.
- The accounting for multiple embedded derivatives within a single hybrid contract.
Thiet ke Brochure - Mekong Capital 2009Viết Nội Dung
This document provides a disclaimer stating that it does not constitute an offer to sell securities or provide investment management services. It also states that the document should not be considered a sole basis for investment decisions and that prospective investors should contact Chris Freund. Certain information in the document constitutes forward-looking statements and economic/market information has been obtained from third parties, though its accuracy cannot be guaranteed.
The document provides a technical analysis of the Nifty 50 index by Doha Brokerage and Financial Services. It predicts that:
1) The Nifty will remain mostly below 6000 levels for the rest of the year due to political instability and a weak economy.
2) Upside will be capped at 5970 levels, as this was a resistance level the index failed to close above previously.
3) The index may see a minor pullback or short covering rally to 5660 or 5720 levels, but fresh short positions are expected to pile on at these levels, pushing prices lower again.
The document discusses amendments made to regulations regarding opening escrow accounts and pledging shares for foreign direct investment transactions in India. Key points:
1) Authorized dealers and SEBI depository participants can now open non-interest bearing escrow accounts in India on behalf of residents and non-residents for FDI transactions, without prior RBI approval.
2) Shares of an Indian company held by non-residents can now be pledged in favor of Indian or overseas banks to secure business loans for the company or its affiliates, subject to certain conditions.
3) The changes aim to provide more operational flexibility and ease procedures for FDI transactions like joint ventures and private equity investments.
The document is a letter from an accounting firm providing comments on India's draft guidance on determining a company's place of effective management (POEM) for tax purposes. It raises three key concerns: 1) The definition of "passive income" is too broad and could capture income that is not truly passive. 2) The guidelines about senior management and identification of POEM headquarters need more clarity. 3) The guidelines contradict themselves by stating a company can only have one POEM but later allowing for the possibility of a POEM in two places. The firm requests clarification and revisions to address these concerns.
MODEL JOINT VENTURE AGREEMENT CHECKLISTmanuelaganza
This document provides a checklist for planning and drafting a joint venture agreement. It outlines key areas to consider such as the scope and purpose of the joint venture, the appropriate legal structure, regulatory issues, tax implications, existing contractual obligations, and confidentiality requirements. Planning elements like conducting due diligence, agreeing on an initial business plan, and obtaining necessary approvals are also recommended to ensure a well-structured joint venture agreement.
The document summarizes the key recommendations of the Takeover Regulations Advisory Committee (TRAC) report on amending the SEBI Takeover Regulations. Some of the major recommendations include:
1. Providing more clarity around definitions like "acquirer", "control", and "shares" to expand the scope and remove ambiguities.
2. Increasing the threshold for "frequently traded shares" from 5% to 10% trading over 12 months instead of 6 months.
3. Replacing the term "specified date" with "identified date" to determine shareholder lists for open offers.
4. Introducing a definition for "delisting threshold" of 90% voting rights to acquire
The document summarizes new hedge fund regulations in Singapore that will require larger hedge funds to register. Specifically, hedge funds above S$250 million will be classified as Fund Management Companies (FMCs) and will need a license, facing enhanced requirements around independent custody of assets, independent valuation, and undergoing independent annual audits. However, the article argues these new rules do not go far enough and raise several questions. It suggests the requirements have vague definitions and could still allow self-custody and self-valuation practices. Overall, the regulatory changes are a step forward but the Singapore authority has more progress to make in implementing true oversight.
National Instrument 31-103 establishes new harmonized insurance requirements for dealers, advisors, and investment fund managers in Canada. It creates three registration categories and mandates that registrants purchase a Financial Institution Bond that provides coverage for fidelity, on-premises theft, in-transit theft, forgery, and securities. The required coverage limits vary based on the registrant's category. Exempt market dealers and investment fund managers will need to purchase this insurance for the first time to comply with the new rules.
Presentation on poem by Radisson ConsultingVishnu Sharma
This presentation discusses the concept of Place of Effective Management (POEM) and its implications for determining a company's residential status for income tax purposes in India. It provides an overview of the amendments made by the Finance Act of 2015 regarding POEM, outlines the key factors considered in determining a company's POEM based on OECD guidelines and court rulings, and notes some limitations and steps companies can take to manage changes to their residential status under the new rules. The consulting firm, Radisson, offers services to help clients review their structures and documentation to substantiate their residential status under the POEM rules.
Presentation on poem by Radisson ConsultingVishnu Sharma
This presentation discusses the concept of Place of Effective Management (POEM) and its implications for determining a company's residential status for income tax purposes in India. It provides an overview of the amendments made by the Finance Act of 2015 regarding POEM, outlines the key factors considered in determining a company's POEM based on OECD guidelines and court rulings, and notes some limitations and steps companies can take to manage changes to their residential status under the new rules. The consulting firm, Radisson, offers services to help clients review their structures and documentation to substantiate their residential status.
Raymond James financial advisors can address the unique planning needs of corporate executives. They understand the challenges executives face in balancing personal and corporate responsibilities and objectives. Raymond James offers individualized strategies that span issues affecting executives, including stock option planning, restricted stock strategies, cash management solutions, and reducing risk from concentrated stock positions. Advisors also provide investment management, estate planning assistance, and philanthropic strategies tailored to each client's goals and circumstances.
Companies want employees to make premature exercises of ESOs and so do the W...Truth in Options
Examines the Stock Plan documents for Google and Cisco to see if hedging is allowed. There is no prohibition against hedging found. Most companies are the same.
IASB finalises exemption from consolidation for investment entities
This investment company technical release is designed to give our clients and contacts in the sector short, topical updates.
This document summarizes key terms that may be included in a term sheet for a Series A financing round. It discusses standard provisions around dividends, liquidation preferences, voting rights, conversion rights, and other topics. The goal is to help entrepreneurs better understand common investment terms so they can evaluate term sheets themselves. While term sheets are non-binding, they outline the expected terms that will be included in final legal financing documents. Having knowledge of standard provisions allows entrepreneurs to negotiate more effectively to obtain favorable terms.
This document outlines the corporate disclosure practices and code of conduct for the prevention of insider trading at The Limited corporation. It defines key terms related to insider trading such as price sensitive information, securities, and specified persons. It prohibits dealing, communicating, or counseling on insider information. It establishes procedures for disclosure of shareholdings and interests, and preventing insider trading through maintaining confidentiality, restricted trading windows, and pre-clearance of trades. Non-compliance may result in penalties.
Pavan Kumar Vijay\'s Article Published in Chartered Secretary June 2010Pavan Kumar Vijay
The document summarizes key recommendations from the Takeover Regulations Advisory Committee (TRAC) report on amending the SEBI Takeover Regulations. Some of the major recommendations include:
1. Increasing the threshold for mandatory open offers from 15% to 25% of shareholding.
2. Requiring open offers to be for 100% of the remaining shares not held by the acquirer, up from the previous 20%.
3. Introducing the concept of voluntary open offers that can be for a minimum of 10% of shares.
4. Providing for automatic delisting of companies if acquirers cross the 90% shareholding threshold after a open offer.
The recommendations aim
Grant Thornton - Broker-dealer industry Hot Topics - symposiumGrant Thornton
The panel discussed several regulatory issues facing the broker-dealer industry, including enhanced capital and liquidity requirements under Basel III, fiduciary standards for broker-dealers and investment advisors, implementation of the Volcker Rule, and increased focus on custody practices. Concerns were raised about requirements for swaps data reporting and ensuring the protection of customer funds.
A term sheet is a non-binding document that outlines the basic terms of a proposed investment in a company, including valuation, investment amount, ownership stakes, rights, and other key issues. It serves as a template for a binding legal agreement and helps ensure both parties understand the deal terms before incurring legal costs. The term sheet specifies important clauses such as liquidation preference, which dictates how funds are distributed in an exit event, as well as anti-dilution protection, drag along rights, and option pools that allocate ownership stakes to employees.
This document discusses some issues that have been encountered/may be relevant to consider in M&A transactions
in the infrastructure sector. The list of issues below is merely indicative and not exhaustive.
The document discusses various business entity structures and their implications for taxes, liability, and creditor protection. It recommends carefully choosing an entity type based on these factors. Limited liability companies and limited partnerships can provide liability protection for owners while allowing pass-through tax treatment. Using separate entities to hold different business operations can help reduce liability exposure. The primary purpose of any structure should be a legitimate business function rather than solely avoiding creditors.
A term sheet is a non-binding document that outlines the basic terms of a proposed investment in a company, including valuation, investment amount, equity stakes, voting rights, liquidation preferences, and other key protections for investors. It serves to establish agreement on important deal points before incurring the costs of drafting binding legal documents, and helps prevent misunderstandings between the investing and founding parties. Key clauses in a term sheet address issues like anti-dilution protection, liquidation preferences, option pools, affirmative consent rights, and exit rights for investors.
The revised Direct Tax Code discussion paper proposes changes to the original DTC draft regarding international taxation provisions. For foreign company residence, the test would be the location of effective management rather than partial control. Controlled foreign corporations would be newly taxed, and tax treaties would generally take precedence except for certain anti-avoidance rules. The general anti-avoidance rule would only apply under limited conditions involving tax benefits from non-bona fide arrangements.
An appointed representative ("AR") is a person or firm authorized to provide investment advice and services under the permission of an authorized principal firm. The principal takes responsibility for the AR's regulated activities. To become an AR, a firm must enter into a written contract with a principal containing required terms and notify the FCA. The principal is responsible for monitoring the AR's conduct and compliance with regulations. Tied agents acting in the UK are also considered ARs under the same regulatory framework.
The document discusses the difficulty in defining love and how, despite extensive discussion of love throughout history, it has yet to truly manifest in human life. While religions and cultures praise love, their teachings have actually blocked love's development by promoting false values. This is evidenced by the lack of love in modern humans, who are the fruit of seeds sown by past cultures and religions. For love to surface, the underlying reasons it has not developed must be understood and the misguiding influences blocking it must be removed.
This document provides an overview of key provisions related to the appointment of managing directors, whole-time directors, and managers under the Companies Act of India. Some key points include:
1) A managing director must be a company director entrusted with substantial management powers. A whole-time director devotes their whole time to company affairs.
2) Appointments must follow certain rules, such as the appointee already being a company director. Public companies and subsidiaries of public companies require board and shareholder approval.
3) Certain large companies must have a managing/whole-time director or manager. No more than one person can be appointed as manager, while a company can have multiple managing directors
The document is a letter from an accounting firm providing comments on India's draft guidance on determining a company's place of effective management (POEM) for tax purposes. It raises three key concerns: 1) The definition of "passive income" is too broad and could capture income that is not truly passive. 2) The guidelines about senior management and identification of POEM headquarters need more clarity. 3) The guidelines contradict themselves by stating a company can only have one POEM but later allowing for the possibility of a POEM in two places. The firm requests clarification and revisions to address these concerns.
MODEL JOINT VENTURE AGREEMENT CHECKLISTmanuelaganza
This document provides a checklist for planning and drafting a joint venture agreement. It outlines key areas to consider such as the scope and purpose of the joint venture, the appropriate legal structure, regulatory issues, tax implications, existing contractual obligations, and confidentiality requirements. Planning elements like conducting due diligence, agreeing on an initial business plan, and obtaining necessary approvals are also recommended to ensure a well-structured joint venture agreement.
The document summarizes the key recommendations of the Takeover Regulations Advisory Committee (TRAC) report on amending the SEBI Takeover Regulations. Some of the major recommendations include:
1. Providing more clarity around definitions like "acquirer", "control", and "shares" to expand the scope and remove ambiguities.
2. Increasing the threshold for "frequently traded shares" from 5% to 10% trading over 12 months instead of 6 months.
3. Replacing the term "specified date" with "identified date" to determine shareholder lists for open offers.
4. Introducing a definition for "delisting threshold" of 90% voting rights to acquire
The document summarizes new hedge fund regulations in Singapore that will require larger hedge funds to register. Specifically, hedge funds above S$250 million will be classified as Fund Management Companies (FMCs) and will need a license, facing enhanced requirements around independent custody of assets, independent valuation, and undergoing independent annual audits. However, the article argues these new rules do not go far enough and raise several questions. It suggests the requirements have vague definitions and could still allow self-custody and self-valuation practices. Overall, the regulatory changes are a step forward but the Singapore authority has more progress to make in implementing true oversight.
National Instrument 31-103 establishes new harmonized insurance requirements for dealers, advisors, and investment fund managers in Canada. It creates three registration categories and mandates that registrants purchase a Financial Institution Bond that provides coverage for fidelity, on-premises theft, in-transit theft, forgery, and securities. The required coverage limits vary based on the registrant's category. Exempt market dealers and investment fund managers will need to purchase this insurance for the first time to comply with the new rules.
Presentation on poem by Radisson ConsultingVishnu Sharma
This presentation discusses the concept of Place of Effective Management (POEM) and its implications for determining a company's residential status for income tax purposes in India. It provides an overview of the amendments made by the Finance Act of 2015 regarding POEM, outlines the key factors considered in determining a company's POEM based on OECD guidelines and court rulings, and notes some limitations and steps companies can take to manage changes to their residential status under the new rules. The consulting firm, Radisson, offers services to help clients review their structures and documentation to substantiate their residential status under the POEM rules.
Presentation on poem by Radisson ConsultingVishnu Sharma
This presentation discusses the concept of Place of Effective Management (POEM) and its implications for determining a company's residential status for income tax purposes in India. It provides an overview of the amendments made by the Finance Act of 2015 regarding POEM, outlines the key factors considered in determining a company's POEM based on OECD guidelines and court rulings, and notes some limitations and steps companies can take to manage changes to their residential status under the new rules. The consulting firm, Radisson, offers services to help clients review their structures and documentation to substantiate their residential status.
Raymond James financial advisors can address the unique planning needs of corporate executives. They understand the challenges executives face in balancing personal and corporate responsibilities and objectives. Raymond James offers individualized strategies that span issues affecting executives, including stock option planning, restricted stock strategies, cash management solutions, and reducing risk from concentrated stock positions. Advisors also provide investment management, estate planning assistance, and philanthropic strategies tailored to each client's goals and circumstances.
Companies want employees to make premature exercises of ESOs and so do the W...Truth in Options
Examines the Stock Plan documents for Google and Cisco to see if hedging is allowed. There is no prohibition against hedging found. Most companies are the same.
IASB finalises exemption from consolidation for investment entities
This investment company technical release is designed to give our clients and contacts in the sector short, topical updates.
This document summarizes key terms that may be included in a term sheet for a Series A financing round. It discusses standard provisions around dividends, liquidation preferences, voting rights, conversion rights, and other topics. The goal is to help entrepreneurs better understand common investment terms so they can evaluate term sheets themselves. While term sheets are non-binding, they outline the expected terms that will be included in final legal financing documents. Having knowledge of standard provisions allows entrepreneurs to negotiate more effectively to obtain favorable terms.
This document outlines the corporate disclosure practices and code of conduct for the prevention of insider trading at The Limited corporation. It defines key terms related to insider trading such as price sensitive information, securities, and specified persons. It prohibits dealing, communicating, or counseling on insider information. It establishes procedures for disclosure of shareholdings and interests, and preventing insider trading through maintaining confidentiality, restricted trading windows, and pre-clearance of trades. Non-compliance may result in penalties.
Pavan Kumar Vijay\'s Article Published in Chartered Secretary June 2010Pavan Kumar Vijay
The document summarizes key recommendations from the Takeover Regulations Advisory Committee (TRAC) report on amending the SEBI Takeover Regulations. Some of the major recommendations include:
1. Increasing the threshold for mandatory open offers from 15% to 25% of shareholding.
2. Requiring open offers to be for 100% of the remaining shares not held by the acquirer, up from the previous 20%.
3. Introducing the concept of voluntary open offers that can be for a minimum of 10% of shares.
4. Providing for automatic delisting of companies if acquirers cross the 90% shareholding threshold after a open offer.
The recommendations aim
Grant Thornton - Broker-dealer industry Hot Topics - symposiumGrant Thornton
The panel discussed several regulatory issues facing the broker-dealer industry, including enhanced capital and liquidity requirements under Basel III, fiduciary standards for broker-dealers and investment advisors, implementation of the Volcker Rule, and increased focus on custody practices. Concerns were raised about requirements for swaps data reporting and ensuring the protection of customer funds.
A term sheet is a non-binding document that outlines the basic terms of a proposed investment in a company, including valuation, investment amount, ownership stakes, rights, and other key issues. It serves as a template for a binding legal agreement and helps ensure both parties understand the deal terms before incurring legal costs. The term sheet specifies important clauses such as liquidation preference, which dictates how funds are distributed in an exit event, as well as anti-dilution protection, drag along rights, and option pools that allocate ownership stakes to employees.
This document discusses some issues that have been encountered/may be relevant to consider in M&A transactions
in the infrastructure sector. The list of issues below is merely indicative and not exhaustive.
The document discusses various business entity structures and their implications for taxes, liability, and creditor protection. It recommends carefully choosing an entity type based on these factors. Limited liability companies and limited partnerships can provide liability protection for owners while allowing pass-through tax treatment. Using separate entities to hold different business operations can help reduce liability exposure. The primary purpose of any structure should be a legitimate business function rather than solely avoiding creditors.
A term sheet is a non-binding document that outlines the basic terms of a proposed investment in a company, including valuation, investment amount, equity stakes, voting rights, liquidation preferences, and other key protections for investors. It serves to establish agreement on important deal points before incurring the costs of drafting binding legal documents, and helps prevent misunderstandings between the investing and founding parties. Key clauses in a term sheet address issues like anti-dilution protection, liquidation preferences, option pools, affirmative consent rights, and exit rights for investors.
The revised Direct Tax Code discussion paper proposes changes to the original DTC draft regarding international taxation provisions. For foreign company residence, the test would be the location of effective management rather than partial control. Controlled foreign corporations would be newly taxed, and tax treaties would generally take precedence except for certain anti-avoidance rules. The general anti-avoidance rule would only apply under limited conditions involving tax benefits from non-bona fide arrangements.
An appointed representative ("AR") is a person or firm authorized to provide investment advice and services under the permission of an authorized principal firm. The principal takes responsibility for the AR's regulated activities. To become an AR, a firm must enter into a written contract with a principal containing required terms and notify the FCA. The principal is responsible for monitoring the AR's conduct and compliance with regulations. Tied agents acting in the UK are also considered ARs under the same regulatory framework.
The document discusses the difficulty in defining love and how, despite extensive discussion of love throughout history, it has yet to truly manifest in human life. While religions and cultures praise love, their teachings have actually blocked love's development by promoting false values. This is evidenced by the lack of love in modern humans, who are the fruit of seeds sown by past cultures and religions. For love to surface, the underlying reasons it has not developed must be understood and the misguiding influences blocking it must be removed.
This document provides an overview of key provisions related to the appointment of managing directors, whole-time directors, and managers under the Companies Act of India. Some key points include:
1) A managing director must be a company director entrusted with substantial management powers. A whole-time director devotes their whole time to company affairs.
2) Appointments must follow certain rules, such as the appointee already being a company director. Public companies and subsidiaries of public companies require board and shareholder approval.
3) Certain large companies must have a managing/whole-time director or manager. No more than one person can be appointed as manager, while a company can have multiple managing directors
1. Indian companies can issue shares denominated in rupees to overseas investors to raise funds through Global Depository Receipts (GDRs) and American Depository Receipts (ADRs).
2. GDRs and ADRs represent a company's local shares traded on foreign exchanges. They are created when local shares are deposited with an overseas bank in exchange for depository receipts denominated in foreign currency.
3. Indian companies have flexibility in structuring and pricing GDR/ADR issues within RBI guidelines to tap global equity markets and raise foreign currency funds through stock.
This document provides background information on Saraha and summarizes his encounter with an arrowsmith woman that became his teacher of Tantra. Some key points:
- Saraha was a learned Brahmin in the court of King Mahapala but renounced that life to become a disciple of the Buddhist master Sri Kirti, going against his family's wishes.
- He had a vision that a woman in the marketplace would be his true teacher, so he sought out an arrowsmith woman he saw aiming an imaginary arrow.
- The woman laughed at Saraha's learned ways and said he remained the same despite changing philosophies. Her primitive vitality attracted him to learn Tantra.
The story follows four characters - two mice named Sniff and Scurry, and two little people named Hem and Haw - who search for cheese in a maze. One day they discover their usual cheese station is empty. While the mice quickly set off to find new cheese, Hem and Haw remain stuck in the empty station, unwilling to change. Haw eventually decides to venture into the maze to search for new cheese. After overcoming his fears and changing his beliefs, he is able to find the greatest supply of new cheese. The story is an allegory about accepting and adapting to change.
This document discusses the philosophy of non-violence. It argues that true non-violence stems from an awakened inner state of being, not from outward behaviors or intentions. It asserts that we can only give to others what we possess within, and if our inner being is unhappy, we will spread unhappiness. True change must come from transforming one's inner self and knowledge, not by trying to change behaviors alone. True non-violence is a natural manifestation and outpouring of a consciousness established in inner bliss.
This document outlines the key aspects of corporate governance as per Clause 49 of the Indian listing agreement. It discusses the meaning and role of corporate governance, as well as the requirements for board of directors, audit committees, disclosure, and other matters. The key points are:
1. Corporate governance aims to ensure transparency, accountability, and integrity in a company's dealings. It calls for decision-making and establishing responsibilities.
2. Clause 49 sets the standards for corporate governance that listed companies must comply with. It covers topics like board composition, roles of independent directors, audit committee qualifications, and other disclosures.
3. Requirements include having a majority of non-executive directors on the board, minimum board
This document provides 35 Excel tips to help save time when working with spreadsheets. Some key tips include using split windows and freeze panes to view different parts of a large spreadsheet simultaneously, using the hide/unhide command to simplify views, moving around efficiently using keyboard shortcuts, naming cells and ranges for readability, properly sorting data, and using functions like IF, SUM, COUNT, and ROUND to automate calculations rather than doing them manually. The tips are intended for associates, analysts, managers and others who use Excel for work.
APPOINTMENT OF MANAGING OR WHOLETIME DIRECTORCS Ashish Shah
The document provides steps to appoint and remove managing directors and whole time directors in a company.
1. It outlines convening a board meeting and general meeting, passing resolutions, filing necessary forms with the registrar of companies, and obtaining central government approval if required to appoint a managing director or whole time director.
2. For removal, it notes the appointment is a contract and removal may require compensation, and outlines providing notice and representations if removing a managing or whole time director before the end of their term.
The document provides comments on proposed changes to integrated disclosure requirements in India. It summarizes that [1] duplicative annual disclosures already in annual reports should not need to be reported again, [2] capital structure history only needs to cover the past 3 years, not 10, and [3] some proposed new disclosures would be difficult or impractical for companies to provide, such as detailed corporate structures and historical capital builds for promoters. It recommends narrowing, clarifying or removing certain requirements to reduce duplication and reporting burdens.
This article discusses the various responsibilities and compliance requirements for company secretaries as compliance officers of listed companies under the stock exchange listing agreement and SEBI regulations. It provides a calendar of both periodic and annual compliance requirements, including submitting quarterly and half-yearly reports and certificates, as well as annual reports and disclosures. Maintaining compliance is important for companies to remain listed, protect investor interests, and avoid regulatory penalties. The role of the compliance officer is crucial for ensuring the company meets all its obligations.
The document is about the Yoga system as propounded by Swami Krishnananda. It provides an overview of some key concepts in yoga psychology.
It discusses that yoga is based on a sound philosophy and deep psychology, aiming to train the human mind to become more natural. It examines the five modes or functions of the internal organ - pramana (right knowledge), viparyaya (wrong perception), vikalpa (doubt), nidra (sleep), and smriti (memory). All thoughts and objects can be reduced or understood through these five types of functions and elements. The document lays out some foundational concepts in yoga to clarify misconceptions and set the stage for understanding this system.
You are driving home alone after a stressful day when you experience severe chest pain and other symptoms of a heart attack. You are only 5 miles from the hospital but do not know if you can make it. The article provides instructions on how to perform CPR on yourself to keep your blood circulating until help arrives. It advises taking deep breaths before vigorous coughs every 2 seconds to squeeze the heart and help it regain its normal rhythm. Sharing this information could save others experiencing a heart attack when alone from losing consciousness before getting help.
The document outlines regulations regarding takeover codes and disclosures for shareholding and control of listed companies in India. Some key points:
1) Any person holding over 5% shares/voting rights in a listed company must disclose it to the company within 2 months. The company then has 3 months to disclose aggregate shareholdings to stock exchanges.
2) Promoters and persons with control over a company must disclose shareholding/voting rights percentages to the company within 2 months.
3) Acquirers who acquire over 5%, 10%, 14%, 54% or 74% shares/voting rights must disclose shareholding percentages to the company and stock exchanges within 2 days.
4) Contin
The document summarizes Accounting Standard 11 which provides guidance on accounting for changes in foreign exchange rates. Some key points covered include:
- Foreign currency transactions and foreign operations are classified as integral or non-integral. Exchange differences for non-integral operations are accumulated in a foreign currency translation reserve.
- Monetary items denominated in foreign currency are translated at closing rates. Non-monetary items are recorded based on historical rates.
- Forward exchange contracts are marked to market on the balance sheet date and exchange gains or losses are recognized in profit and loss.
- Disclosure requirements include exchange differences, foreign currency translation reserve, and changes in classifications of foreign operations.
The document provides 35 Excel tips that could save time when working with spreadsheets. Some of the key tips include: using split windows and freeze panes to view different parts of a large spreadsheet simultaneously; hiding and unhiding rows and columns to simplify the view; and using functions like SUM, IF, VLOOKUP and COUNTIF to efficiently calculate and analyze data without manual efforts. The tips are explained briefly with examples to demonstrate how each one can be applied.
The document discusses key provisions around inter-corporate loans, investments, guarantees and securities under the Companies Act.
1. It defines terms like "loan", "investment", and "free reserves".
2. It sets limits on the board's powers to approve loans/investments of 60% of paid-up capital and free reserves or 100% of free reserves without shareholder approval.
3. Shareholder approval by special resolution is needed for exceeding these limits. Notice to shareholders must provide details of the proposal, body corporate involved, funding sources, etc. No blanket approvals are allowed.
4. An exception exists for guarantees, where the board can exceed limits without
The document appears to be a collection of disjointed phrases in an unknown language. It includes repeating phrases such as "lCgN N[X S[ lGJF;L" and various symbols and punctuation. The meaning or purpose of the document cannot be determined from the limited context provided.
This document summarizes the key concepts from Chapter 1 of the Yoga Sutras of Patanjali. It discusses the different types of samadhi (meditative absorption), including samprajnata samadhi (associated with subtle thoughts) and asamprajnata samadhi (without subtle thoughts). It also covers the five types of mind modifications (vrittis) and how to achieve cessation of the mind through practice (abhyasa) and non-attachment (vairagya).
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1. Memorandum of Comments on Consultative Papers
on Short Swing Profits & amendments to SEBI (Prohibition of
Insider Trading) Regulations, 1992
I. Amendments to Insider Trading Regulations
SR NO. POINT PARTICULARS
1. 8 Officer, director and substantial shareholder to disclose their holding on
certain events or at certain intervals:
2. 10
The takeover code provides for disclosure on selling shares under section 7 (1)
3. 13 (A).
4. 14. While coordination between the requirements of insider trading
regulations vis-à-vis takeover regulations is a welcome proposal,
5. 15. we can not loose sight that the 2 regulations are for entirely
different objectives. The threshold levels set under takeover
6. 16.
regulations should not be lowered to make them comparable
with insider trading regulations. It is suggested that substantial
shareholder holding more than 5% shares by itself or with
persons acting in concert should be taken out of the purview of
the insider trading regulations as he is already covered by the
takeover regulations. Multiple disclosures under the two
regulations should be avoided.
This point states that there shall be no real effect on prices of the security on
issuance of bonus /rights shares but this is not true because the news of
bonus / right shares will have a considerable impact on the price of shares of
the Company.
DESIGNATED OR QUALIFIED BROKERS
This point states that the issuer shall designate a single broker through whom
all the transactions in issuer stock by insiders must be completed or require
insiders to use only brokers who will agree to the procedures set out by the
Company.
But this is practically impossible because the employees are scattered at
various location and no single broker has PAN INDIA presence. Also how can
one track the transactions done through online trading and trading done
through F&O segments. It is really not feasible to track it as in F&O and online
trading the Company does not get the details as to who are the people who
have traded in the derivative products of the Company.
2. This proposal negates the overall scheme of ‘principle based
approach to regulate rather than a rule based approach’. It can be
considered that an Insider is supposed to trade in the shares of
the company, after observing the trading window freeze, only
after pre-clearance of trade and give event based/periodical
disclosures. After these regulatory provisions, a third party
confirmation is not required.
A company as such is not expected to facilitate trading in its
shares by the insiders. Empanelment of designated brokers may
amount to facilitating such trading. It is also a common
knowledge that both the Brokers as well as investors are discreet
in selecting each other and therefore imposing a broker over the
employees may not be a good idea.
The existing provisions are self balancing and an additional
requirement of a confirmation from a broker is not required.
DERIVATIVES AMENDMENT
It is difficult to monitor the derivative products as there is daily variation of
premium in F&O transactions.
Unlike Beneficial Position (BENPOS) in the case of trading in shares, there is
no means to cross check the information given by insiders. In the case of
dealing through brokers, information can be taken from them. However a lot
of transactions also take place through on-line trading. SEBI should prescribe
specific formats for disclosure of dealing in derivative products. SEBI should
provide a transparent mechanism to handle this.
It is also important to clarify as to how and to what extent other
provisions like pre-clearance of trade, minimum holding period
of 30 days, event based reporting at every 2% change etc. will be
applicable for trading in derivatives by insider.
TIPPEE LIABILITY
At the Company level it is difficult to monitor Tippee Liability.
THE PENAL CLAUSE
Substantial shareholder if not an employee need not be governed
in insider trading.
II. Short Swing Profits
3. Clause Brief Comments & Suggestions
4 ………the same securities were bought Comments: the definition of ‘securities’
and sold within six months of each include derivatives as per Securities
other…….
Contract Regulation Act. In the present
scenario, the derivative contracts have a
maximum tenure of 3 months. Hence this
clause cannot be enforced in the case of
derivatives.
Suggestion: Please consider whether the
regulation can be modified to include a
lesser holding period for derivative
contracts or the same be exempted from the
requirement of minimum holding period.
5 ……..all officers of the company who Comments: companies form various trusts
are beneficial owners, directly or for the benefit of its employees (including
indirectly, of ten percent or more of any
class of securities……
ESOP trust) which hold shares in the said
company. Such trust may hold more than
10% stake in the company. Since all the
employees would be beneficiaries of such
trust, it would amount to covering all the
employees of the company within the
definition of ‘designated persons’.
Suggestion: The word beneficiaries may be
substituted by “Persons” holding more than 10%.
The definition of ‘key management personnel’
should also be given.
6 …….employee benefit plan…… Comments: Please specifically clarify
whether the shares allotted under
Employee Stock Option schemes (ESOP)
can be sold within 6 months of allotment.
A demat account can have both, shares on
conversion of stock option as well as through
purchase of shares. In this situation, if shares under
ESOP are not to be held for 6 months since
allotment, SEBI needs to prescribe a method to
identify shares purchased for holding for 6 months.
We suggest LIFO method.