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.
Objectives & Agenda :
Companies procure funds from various stakeholders by way of debentures, bonds, etc. In addition, they procure funds by way of inviting / accepting deposits from the public. In order to protect the interest of the depositors, stringent provisions are laid down in Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules. This webinar provides an overview of the term deposits, inclusions and exclusions, eligible companies to accept deposits, conditions for acceptance of deposits, procedural aspects, penal provisions and income tax implications.
Key Takeaways:
- Social security for building / construction workers
- Extension of scope to gig / platform workers
- Creation of social security board for unorganised workers
Find out the detailed explanation of the provisions relating to Input Tax Credit under the dual GST Law from the presentation . Give it a read and we would love to know your feedback!
Latest Format for Audit Report and Financials for LLP | CA Sana BaqaiSana Baqai
Where Turnover of Limited Liability Partnership exceeds Rs. 40 lac or partner’s obligation of contribution exceeds Rs. 25 lakhs then LLP is required to get its books of accounts audited.
On completion of the audit, the auditor issues Audit Report to the partners of LLP. The LLP Audit report contains information about Management responsibility, auditor responsibility & Audit Opinion.
Here is the latest Audit Report and financial statements format for LLP.
Objectives & Agenda :
Companies procure funds from various stakeholders by way of debentures, bonds, etc. In addition, they procure funds by way of inviting / accepting deposits from the public. In order to protect the interest of the depositors, stringent provisions are laid down in Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules. This webinar provides an overview of the term deposits, inclusions and exclusions, eligible companies to accept deposits, conditions for acceptance of deposits, procedural aspects, penal provisions and income tax implications.
Key Takeaways:
- Social security for building / construction workers
- Extension of scope to gig / platform workers
- Creation of social security board for unorganised workers
Find out the detailed explanation of the provisions relating to Input Tax Credit under the dual GST Law from the presentation . Give it a read and we would love to know your feedback!
Latest Format for Audit Report and Financials for LLP | CA Sana BaqaiSana Baqai
Where Turnover of Limited Liability Partnership exceeds Rs. 40 lac or partner’s obligation of contribution exceeds Rs. 25 lakhs then LLP is required to get its books of accounts audited.
On completion of the audit, the auditor issues Audit Report to the partners of LLP. The LLP Audit report contains information about Management responsibility, auditor responsibility & Audit Opinion.
Here is the latest Audit Report and financial statements format for LLP.
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.
Presentation on ITC under GST covering:
1) Eligibility and Conditions for taking ITC
2) Blocked Credits
3) Utilization of ITC
Disclaimer - This content is purely for Educational Purpose only. Take Professional consultation before taking any decision based on the contents of this presentation. We shall not be responsible for any loss, whatsoever caused therein.
OBJECTIVE
“Strike off” or “Removal of name of the company from the Register of Companies” is the process of closing down a company without undergoing the lengthy procedure of liquidation. The provisions of Companies Act, 2013 (the Act) relating to strike off provide an opportunity to the non working companies to get their names struck off from the records of Register of Companies. This system provides fast track exit to such companies. The webinar covers the legal provisions of Sections 248 to 252 of the Act read with the Rules relating to strike off of company along with judicial precedents and statistics.
Objectives & Agenda :
To understand the regulations under Foreign Exchange Management Act, 1999, relating to Transfer of Capital Instruments of an Indian Company by or to a Person resident outside India. In this webinar, we shall look at the various circumstances of such transfers and the conditions to be adhered to. We shall also look at the Pricing Guidelines, Mode of Payment and provisions for Opening of Escrow account and Deferred payment of consideration in transfers between Residents and Non-residents.
Overview of Companies (Auditor’s Report) Order 2020
TO BE PUBLISHED IN THE GAZETTE OF INDIA, EXTRAORDINARY,PART II, SECTION 3, SUB-SECTION (ii)]MINISTRY OF CORPORATE AFFAIRS
CONTENTS
1) BACKGROUND OF SECTION 143 OF COMPANIES ACT 2013
2) REQUIREMENT OF CARO
3) NON APPLICABILITY OF CARO 2020 TO CERTAIN COMPANIES
3) MATTERS TO BE INCLUDED IN THE AUDITORS REPORT
4) DESCRIPTION OF EACH PARAGRAPH TO BE INCLUDED IN CARO 2020
The Insolvency and Bankruptcy Code, 2016 (Code) came into operation w.e.f 28th May, 2016.
It seeks to consolidate the existing framework by by creating a single law for Insolvency and Bankruptcy.
Insolvency is when an individual, corporation, or other organization cannot meet its financial obligations for paying debts as they are due.
Insolvency can occur when certain things happen, some of which may include: poor cash management, increase in cash expenses, or decrease in cash flow.
Compromises, Arrangements & Amalgamations with special reference to Protectio...Corporate Professionals
A presentation ‘Compromises, Arrangements & Amalgamations with Special reference to Protection of Minority & Dissenting Shareholders under Companies Act, 2013 ‘ given by Mr. Chander Sawhney at IICA
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.
Presentation on ITC under GST covering:
1) Eligibility and Conditions for taking ITC
2) Blocked Credits
3) Utilization of ITC
Disclaimer - This content is purely for Educational Purpose only. Take Professional consultation before taking any decision based on the contents of this presentation. We shall not be responsible for any loss, whatsoever caused therein.
OBJECTIVE
“Strike off” or “Removal of name of the company from the Register of Companies” is the process of closing down a company without undergoing the lengthy procedure of liquidation. The provisions of Companies Act, 2013 (the Act) relating to strike off provide an opportunity to the non working companies to get their names struck off from the records of Register of Companies. This system provides fast track exit to such companies. The webinar covers the legal provisions of Sections 248 to 252 of the Act read with the Rules relating to strike off of company along with judicial precedents and statistics.
Objectives & Agenda :
To understand the regulations under Foreign Exchange Management Act, 1999, relating to Transfer of Capital Instruments of an Indian Company by or to a Person resident outside India. In this webinar, we shall look at the various circumstances of such transfers and the conditions to be adhered to. We shall also look at the Pricing Guidelines, Mode of Payment and provisions for Opening of Escrow account and Deferred payment of consideration in transfers between Residents and Non-residents.
Overview of Companies (Auditor’s Report) Order 2020
TO BE PUBLISHED IN THE GAZETTE OF INDIA, EXTRAORDINARY,PART II, SECTION 3, SUB-SECTION (ii)]MINISTRY OF CORPORATE AFFAIRS
CONTENTS
1) BACKGROUND OF SECTION 143 OF COMPANIES ACT 2013
2) REQUIREMENT OF CARO
3) NON APPLICABILITY OF CARO 2020 TO CERTAIN COMPANIES
3) MATTERS TO BE INCLUDED IN THE AUDITORS REPORT
4) DESCRIPTION OF EACH PARAGRAPH TO BE INCLUDED IN CARO 2020
The Insolvency and Bankruptcy Code, 2016 (Code) came into operation w.e.f 28th May, 2016.
It seeks to consolidate the existing framework by by creating a single law for Insolvency and Bankruptcy.
Insolvency is when an individual, corporation, or other organization cannot meet its financial obligations for paying debts as they are due.
Insolvency can occur when certain things happen, some of which may include: poor cash management, increase in cash expenses, or decrease in cash flow.
Compromises, Arrangements & Amalgamations with special reference to Protectio...Corporate Professionals
A presentation ‘Compromises, Arrangements & Amalgamations with Special reference to Protection of Minority & Dissenting Shareholders under Companies Act, 2013 ‘ given by Mr. Chander Sawhney at IICA
Takeover Panorama, a Monthly Newsletter by Corporate Professionals on Takeove...Corporate Professionals
-The brief synopsis of recent Judicial Pronouncements given by the SEBI, AO, SAT, Informal Guidance and Consent orders passed in the month of December in the matter of SEBI Takeover Regulations.
-The brief synopsis of latest Open Offers given by the National as well as International Acquirers under the SEBI Takeover Regulations
-Unhide the hidden but important provision of the SEBI Takeover Regulations which generally get unnoticed on a plain reading of the regulations.
Acquisition of stake in YourNest Angel Fund by Religare Global Asset Management
Acquisition of stake in Bokaro Jaypee Cement by Dalmia Bharat
Telstra Health Acquires Business of IdeaObject
In modern business, ‘Merger’ and ‘Acquisition’ have become important buzz words. Industries are no longer confined to the location of the origin of the country. Entrepreneurs are investing in their own country and abroad. Copy the link given below and paste it in new browser window to get more information on Mergers & Acquisitions:- www.transtutors.com/homework-help/finance/mergers-and-acquisitions.aspx
A Presentation given by Mr. Pavan Kumar Vijay, Past President, ICSI, Chairman-Secretarial Standards Board
on Corporate Governance through the eyes of Secretarial Standards.
Contents:
Business Valuation,
Relative valuation,
Sum of the Parts (SOTP) Valuation and Value Creation,
ESOP Valuation,
Discounted Cash Flow (DCF) Valuation,
Enterprise Valuation,
Valuation Discount Applicable to Holding Companies,
Valuation in Information Technology (IT) Sector,
RBI Valuation
Fast track merger and cross border merger under companies act, 2013DVSResearchFoundatio
OBJECTIVE
In order to streamline the process of merger or amalgamation, Companies Act, 2013 (the Act) has brought in simplified procedures to enable the same. Apart from the regular provisions stipulated for merger or amalgamation of Companies under Section 232 of the Act, for certain companies the process has been even more relaxed. This process is popularly termed as Fast Track Merger and is covered under Section 233 of the Act read with Rules made there under. Also, provisions are enshrined in the Act for merger or amalgamation of Company with Foreign Company which is otherwise called as Cross Border Merger.
In this webinar, we shall look upon the aspects of procedures involved in fast track merger and cross border merger, secretarial compliances and relevant statistics.
Registrar of Companies (ROC) is empowered to strike off a dysfunctional company under Section 248 of the Companies Act, 2013 and NCLT for revival of struck up companies.
By the virtue of its power, Ministry of Corporate Affairs had struck off approximately 2 lakh defaulting Companies for non filing of its statutory documents for last 3 years or more in late 2017.
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.
Disclosures in Board Report by Trupti Ranjan Mohanty.pptxssuser1b54031
Insights into Disclosures in Board Report: This includes all the broad disclosures required to be given in the Board Report of a Company under Companies Act, 2013 and SEBI Listing Regulations. Various cases/litigations have been referred to indicate the significance of each disclosure.
An Overview of the Companies Amendment Act, 2017SAS Partners
The much awaited Companies (Amendment) Act, 2017 has seen the light of the day with the receipt of President’s assent on January 03, 2018. The Act is all set to address a wide number of practical difficulties which have been faced by various stakeholders.
The concept of Dormant Company is introduced under section 455 of the Companies Act, 2013 read with The Companies (Miscellaneous) Rules, 2014 and came into effect from 1st April, 2014. Basically it’s the status of company which is becomes dormant.
Dormant company in general means temporarily inactive. As per provision of Companies Act, 2013 any company can apply for dormant status of the company by making application to Registrar, if it fulfils the required conditions.
Similar to M&A Under the New Company Law Regime (20)
The presentation discusses various aspects of Corporate Governance and involved issues, keeping in view the recent developments and controversies arose in conglomerates such as Tata and Infosys. It aims at portraying the extant position in filed of Corporate Governance vis-a-vis a pragmatic view of what it would be.
Mr. Chander Sawhney, Partner & Head – Valuation & Deals, Corporate Professionals shared his thoughts as a guest Speaker on M&A Valuation and challenges at a Business Valuation Masterclass organised by VC Circle on 31st August, 2016. Corporate Professionals acted as the event supporting partner.
• In case of a merger valuation, the emphasis is on arriving at the relative values of the shares of the merging companies to facilitate determination of the swap ratio, hence, the purpose is not to arrive at absolute values of the shares of the companies. The key issue to be addressed is that of fairness to all shareholders. There are established legal precedence for merger valuation methodologies:
• Valuer’s role is to incorporate case specific factors and use appropriate methodologies so as to determine a fair ratio
• Usually, best to give weight ages to valuation by all methods
• Market price method and Earnings methods dominate.
• It is observed that in case of M&A, the Valuations depart from the concept of “Fair Value” as elements like Distress Sale, Desperate Buy, Comparable Transaction Multiples come into play reflecting Price than Value.
About Corporate Professionals Valuation Practice
Corporate Professionals Capital Pvt. Ltd. is a SEBI Registered (Cat-1) Merchant Banker and has a successful track record of providing a broad range of M&A and Transaction Advisory Services. Our Dedicated Team has more than 10 years of rich Valuation experience and we have executed more than 500 Corporate Valuations for clients of International Repute across different Context, Industries and Boundaries.
To know more about Our Valuation offerings and how we can help you, please visit us at www.corporatevaluations.in or download our Valuation profile @ http://www.corporatevaluations.in/VALUATION_PROFILE.pdf
Mr. Chander Sawhney, Partner & Head – Valuation & Deals, Corporate Professionals shared his thoughts as a guest Speaker on Relative Valuation - Techniques & Application at a Business Valuation Masterclass organised by VC Circle on 31st August, 2016.
Relative Valuation in which value of an asset or liability is done by comparing it to its Peers is pervasive and preferred for ascertaining Fair Value at a point of time as it reflects the market positioning of the Industry and Peers at that time. While Discounted Cash Flow (DCF) method is applied for arriving at Fundamental Valuation, most M&A transaction are based on Relative Valuation multiples (mostly Earnings based). The valuation ratio typically expresses the valuation as a function of a measure of Key Financial Metrics like PE, EV/EBITDA, EV/Sales or Book Value Multiple.
But before using a multiple, one should know the fundamentals determining the multiple and how changes impact it. Sanity check through use of fundamental valuation method like DCF is strongly recommended.
About Corporate Professionals Valuation Practice
Corporate Professionals Capital Pvt. Ltd. is a SEBI Registered (Cat-1) Merchant Banker and has a successful track record of providing a broad range of M&A and Transaction Advisory Services. Our Dedicated Team has more than 10 years of rich Valuation experience and we have executed more than 500 Corporate Valuations for clients of International Repute across different Context, Industries and Boundaries.
To know more about Our Valuation offerings and how we can help you, please visit us at www.corporatevaluations.in or download our Valuation profile @ http://www.corporatevaluations.in/VALUATION_PROFILE.pdf
Mr. Chander Sawhney, Partner & Head – Valuation & Deals, Corporate Professionals shared his thoughts as a guest Speaker on Valuation Principles & Techniques in Ind AS at a seminar organised by Gurgaon Branch of ICAI on 3rd September, 2016.
IndAS113 prescribes Fair Valuation definition, Techniques, Application and its Hierarchy. About 75% of the Balance Sheet Size is expected to change due to Fair Value Accounting (#IndAS109 #Financial Instruments, #IndAS102 #Share based payments, #IndAS16 Property Plant Equipments (PPE), #IndAS103 #Business combination etc. shall be impacted using #FairValue. Time to get ready, Plan Prepare and Align with the new requirements...
About Corporate Professionals Valuation Practice
Corporate Professionals Capital Pvt. Ltd. is a SEBI Registered (Cat-1) Merchant Banker and has a successful track record of providing a broad range of M&A and Transaction Advisory Services. Our Dedicated Team has more than 10 years of rich Valuation experience and we have executed more than 500 Corporate Valuations for clients of International Repute across different Context, Industries and Boundaries.
To know more about Our Valuation offerings and how we can help you, please visit us at www.corporatevaluations.in or download our Valuation profile @ http://www.corporatevaluations.in/VALUATION_PROFILE.pdf
The 2015 budget had long list of expectations. On one hand; the Government has addressed major issues surrounding the foreign investors which would certainly boost capital market inflows and revive the private equity industry (by deferring GAAR by 2 years and clarifying Permanent Establishment & Indirect Transfer of Assets). On other hand; it has just rationalized the subsidies. Probably as we see growth coming in and more job creation; subsidy burden can be better dealt with by the Government. Though there are no direct benefits for the middle class. However incentives have been introduced to encourage savings. These savings are expected to fuel the infrastructure and other investment plans laid out by the Government. Certainly Foreign investors have a reason to cheer for this Pro Business; Pro Growth Government budget.
Promulgation of SEBI (Share Based Employee Benefit) Regulations, 2014Corporate Professionals
With our endeavor to disseminate information upon the SEBI’s new Regulations, we have prepared a small presentation on Promulgation of SEBI (Share Based Employee Benefit) Regulations, 2014.
A Monthly Newsletter by Takeover Team of Corporate Professionals.
Highlights of this edition:-
SAT order in the matter of Mr. Hemant Kothari, Mr. Rajesh Kothari, Mr. Dharmendra Kothari, Mrs. Ichraj Devi Kothari and Mrs. Sunita Kothari
SAT order in the matter ofMr. Vilas Valunji, Mr. Partha Debnath,
Mr. Janardhan Shriniwas Purandare and Mr. V. A. Norhi
Consent Order in the matter of M/s. Count N Denier (India) Limited
Consent Order in the matter of M/s. Macor Packaging Limited
Exemption Order in the matter of M/s. Sarla Performance Limited
Adjudicating Officer/WTM Orders
Regular Section- Automatic Exemption from Open Offer
Legal Updates:
•SAT order in the matter of M/s. Coimbatore Flavors & Fragrances Limited, Mr. Benny Abraham and Mrs. S. Subashini
•SAT order in the matter of M/s. E-Ally Consulting (India) Private Limited, M/s. Shree Jaisal Electronics and Industries Limited and others
•SAT order in the matter of Mr. Vijay Jain, Mrs. Urvashi Jain, Mrs. Sunita Jain and others
•Consent Order in the matter of Mr. Santhosh J. Karimattom
•Consent Order in the matter of M/s.IFL Promoters Limited
•Consent order in the matter of M/s. Welspun India Limited
•Adjudicating Officer/WTM Orders
Regular Section: Open offer Escrow Account under SEBI (SAST) Regulations,2011
Highlights of IJTIB, August 2014
Toshiba to buy 26% stake in UEM India from existing shareholders
Nissan to build Micra for European market in France instead of Chennai
Mahindra Conveyor Systems group firm forms JV with Japanese Tsubaki
India’s Karbonn to make phone batteries with a Japanese researcher
Sun Pharmaceutical, with Daiichi, to tap the Japanese market
Japan may allow India to produce parts for US-2 amphibious aircraft
Ricoh seeks to double revenue from Indian market
Japan’s Keihin corp is set to develop facilities in Bangalore
India’s Suzlon in talks for Japanese offshore wind partner
Sony plans to set up a manufacturing plant in India
Toto opens its new plant in India
Amtek and Riken join hands to form 50:50 JV
With the promulgation of Companies Act, 2013, provisions governing issuance of shares by offering Stock Options to the Employees have been recognized under Section 62(1)(b) of the new Act, read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014.
The world of search engine optimization (SEO) is buzzing with discussions after Google confirmed that around 2,500 leaked internal documents related to its Search feature are indeed authentic. The revelation has sparked significant concerns within the SEO community. The leaked documents were initially reported by SEO experts Rand Fishkin and Mike King, igniting widespread analysis and discourse. For More Info:- https://news.arihantwebtech.com/search-disrupted-googles-leaked-documents-rock-the-seo-world/
Unveiling the Secrets How Does Generative AI Work.pdfSam H
At its core, generative artificial intelligence relies on the concept of generative models, which serve as engines that churn out entirely new data resembling their training data. It is like a sculptor who has studied so many forms found in nature and then uses this knowledge to create sculptures from his imagination that have never been seen before anywhere else. If taken to cyberspace, gans work almost the same way.
Implicitly or explicitly all competing businesses employ a strategy to select a mix
of marketing resources. Formulating such competitive strategies fundamentally
involves recognizing relationships between elements of the marketing mix (e.g.,
price and product quality), as well as assessing competitive and market conditions
(i.e., industry structure in the language of economics).
"𝑩𝑬𝑮𝑼𝑵 𝑾𝑰𝑻𝑯 𝑻𝑱 𝑰𝑺 𝑯𝑨𝑳𝑭 𝑫𝑶𝑵𝑬"
𝐓𝐉 𝐂𝐨𝐦𝐬 (𝐓𝐉 𝐂𝐨𝐦𝐦𝐮𝐧𝐢𝐜𝐚𝐭𝐢𝐨𝐧𝐬) is a professional event agency that includes experts in the event-organizing market in Vietnam, Korea, and ASEAN countries. We provide unlimited types of events from Music concerts, Fan meetings, and Culture festivals to Corporate events, Internal company events, Golf tournaments, MICE events, and Exhibitions.
𝐓𝐉 𝐂𝐨𝐦𝐬 provides unlimited package services including such as Event organizing, Event planning, Event production, Manpower, PR marketing, Design 2D/3D, VIP protocols, Interpreter agency, etc.
Sports events - Golf competitions/billiards competitions/company sports events: dynamic and challenging
⭐ 𝐅𝐞𝐚𝐭𝐮𝐫𝐞𝐝 𝐩𝐫𝐨𝐣𝐞𝐜𝐭𝐬:
➢ 2024 BAEKHYUN [Lonsdaleite] IN HO CHI MINH
➢ SUPER JUNIOR-L.S.S. THE SHOW : Th3ee Guys in HO CHI MINH
➢FreenBecky 1st Fan Meeting in Vietnam
➢CHILDREN ART EXHIBITION 2024: BEYOND BARRIERS
➢ WOW K-Music Festival 2023
➢ Winner [CROSS] Tour in HCM
➢ Super Show 9 in HCM with Super Junior
➢ HCMC - Gyeongsangbuk-do Culture and Tourism Festival
➢ Korean Vietnam Partnership - Fair with LG
➢ Korean President visits Samsung Electronics R&D Center
➢ Vietnam Food Expo with Lotte Wellfood
"𝐄𝐯𝐞𝐫𝐲 𝐞𝐯𝐞𝐧𝐭 𝐢𝐬 𝐚 𝐬𝐭𝐨𝐫𝐲, 𝐚 𝐬𝐩𝐞𝐜𝐢𝐚𝐥 𝐣𝐨𝐮𝐫𝐧𝐞𝐲. 𝐖𝐞 𝐚𝐥𝐰𝐚𝐲𝐬 𝐛𝐞𝐥𝐢𝐞𝐯𝐞 𝐭𝐡𝐚𝐭 𝐬𝐡𝐨𝐫𝐭𝐥𝐲 𝐲𝐨𝐮 𝐰𝐢𝐥𝐥 𝐛𝐞 𝐚 𝐩𝐚𝐫𝐭 𝐨𝐟 𝐨𝐮𝐫 𝐬𝐭𝐨𝐫𝐢𝐞𝐬."
RMD24 | Retail media: hoe zet je dit in als je geen AH of Unilever bent? Heid...BBPMedia1
Grote partijen zijn al een tijdje onderweg met retail media. Ondertussen worden in dit domein ook de kansen zichtbaar voor andere spelers in de markt. Maar met die kansen ontstaan ook vragen: Zelf retail media worden of erop adverteren? In welke fase van de funnel past het en hoe integreer je het in een mediaplan? Wat is nu precies het verschil met marketplaces en Programmatic ads? In dit half uur beslechten we de dilemma's en krijg je antwoorden op wanneer het voor jou tijd is om de volgende stap te zetten.
What are the main advantages of using HR recruiter services.pdfHumanResourceDimensi1
HR recruiter services offer top talents to companies according to their specific needs. They handle all recruitment tasks from job posting to onboarding and help companies concentrate on their business growth. With their expertise and years of experience, they streamline the hiring process and save time and resources for the company.
Memorandum Of Association Constitution of Company.pptseri bangash
www.seribangash.com
A Memorandum of Association (MOA) is a legal document that outlines the fundamental principles and objectives upon which a company operates. It serves as the company's charter or constitution and defines the scope of its activities. Here's a detailed note on the MOA:
Contents of Memorandum of Association:
Name Clause: This clause states the name of the company, which should end with words like "Limited" or "Ltd." for a public limited company and "Private Limited" or "Pvt. Ltd." for a private limited company.
https://seribangash.com/article-of-association-is-legal-doc-of-company/
Registered Office Clause: It specifies the location where the company's registered office is situated. This office is where all official communications and notices are sent.
Objective Clause: This clause delineates the main objectives for which the company is formed. It's important to define these objectives clearly, as the company cannot undertake activities beyond those mentioned in this clause.
www.seribangash.com
Liability Clause: It outlines the extent of liability of the company's members. In the case of companies limited by shares, the liability of members is limited to the amount unpaid on their shares. For companies limited by guarantee, members' liability is limited to the amount they undertake to contribute if the company is wound up.
https://seribangash.com/promotors-is-person-conceived-formation-company/
Capital Clause: This clause specifies the authorized capital of the company, i.e., the maximum amount of share capital the company is authorized to issue. It also mentions the division of this capital into shares and their respective nominal value.
Association Clause: It simply states that the subscribers wish to form a company and agree to become members of it, in accordance with the terms of the MOA.
Importance of Memorandum of Association:
Legal Requirement: The MOA is a legal requirement for the formation of a company. It must be filed with the Registrar of Companies during the incorporation process.
Constitutional Document: It serves as the company's constitutional document, defining its scope, powers, and limitations.
Protection of Members: It protects the interests of the company's members by clearly defining the objectives and limiting their liability.
External Communication: It provides clarity to external parties, such as investors, creditors, and regulatory authorities, regarding the company's objectives and powers.
https://seribangash.com/difference-public-and-private-company-law/
Binding Authority: The company and its members are bound by the provisions of the MOA. Any action taken beyond its scope may be considered ultra vires (beyond the powers) of the company and therefore void.
Amendment of MOA:
While the MOA lays down the company's fundamental principles, it is not entirely immutable. It can be amended, but only under specific circumstances and in compliance with legal procedures. Amendments typically require shareholder
Kseniya Leshchenko: Shared development support service model as the way to ma...Lviv Startup Club
Kseniya Leshchenko: Shared development support service model as the way to make small projects with small budgets profitable for the company (UA)
Kyiv PMDay 2024 Summer
Website – www.pmday.org
Youtube – https://www.youtube.com/startuplviv
FB – https://www.facebook.com/pmdayconference
3.0 Project 2_ Developing My Brand Identity Kit.pptxtanyjahb
A personal brand exploration presentation summarizes an individual's unique qualities and goals, covering strengths, values, passions, and target audience. It helps individuals understand what makes them stand out, their desired image, and how they aim to achieve it.
Putting the SPARK into Virtual Training.pptxCynthia Clay
This 60-minute webinar, sponsored by Adobe, was delivered for the Training Mag Network. It explored the five elements of SPARK: Storytelling, Purpose, Action, Relationships, and Kudos. Knowing how to tell a well-structured story is key to building long-term memory. Stating a clear purpose that doesn't take away from the discovery learning process is critical. Ensuring that people move from theory to practical application is imperative. Creating strong social learning is the key to commitment and engagement. Validating and affirming participants' comments is the way to create a positive learning environment.
Improving profitability for small businessBen Wann
In this comprehensive presentation, we will explore strategies and practical tips for enhancing profitability in small businesses. Tailored to meet the unique challenges faced by small enterprises, this session covers various aspects that directly impact the bottom line. Attendees will learn how to optimize operational efficiency, manage expenses, and increase revenue through innovative marketing and customer engagement techniques.
4. TOOLS OF RESTRUCTURING
Merger /
Amalgamation
Demerger Financial
Reconstruction
Acquisition of
shares
Deals with section 391- 394 Deals with section 395
Consolidation of
businesses / entities
Divest non-core
business
Acquiring interest in
new business/ entity
Restructuring within the
Company
Re- organization Provisions as per Companies Act, 1956
1956ERA
5. TOOLS OF RESTRUCTURING
Merger /
Amalgamation
Demerger Financial
Reconstruction
Acquisition of
shares
Deals with section 230- 234 Deals with section 235 -
236
Under Section 237 of Companies Act, 2013 Central Government may Amalgamate two Companies in public interest
Consolidation of
businesses / entities
Divest non-core
business
Acquiring interest in
new business/ entity
Restructuring within the
Company
Fast Track Merger - section 233
Cross Border Merger - section 234 – Not implemented
Corporate Debt Restructuring - section 230
Re- Organization Provisions as per Companies Act, 2013
6. Notice of Meeting
to be sent to
various regulatory
authorities
Approval of
Scheme through
Postal Ballot
Treasury Shares
Merger of Listed
Company with
Unlisted CompanyFast Track Merger
Limit for
Objection to
Compromise/
Arrangement
Cross Border
Merger
NCLT
Registered Valuer
Minority Exit
Dissenting
Shareholder
CDR
Pragmatic reforms of M&A
8. NCLT
CLB
High
Court
BIFR
The creation of a single forum (NCLT) which is dedicated to corporate matters is a
welcome move, and removes the problem of multiple regulators.
Introduction of NCLT
9. Particulars High Court BIFR
Powers
High Courts primarily in
relation to winding-up,
amalgamation, restructuring and appeals from
CLB
BIFR under the Sick Industrial Companies
(Special
Provisions) Act, 1985
Powers Vested to NCLT
Appeal Can be made to NCLAT
SC (Only on the Question of Law)
Introduction of NCLT
11. Restructuring Matters at time NCLT
becomes operational i.e. 15.12.2016
>> Transferred from High Court to NCLT
and NCLT will continue from the
stage and before transfer and
complete it.
Any appeal Pending to AAIFR or
procedure pending to BIFR under
SICA, 1985 before the commencement
of Companies Act, 2013 i.e. 01.12.2016
>> Shall stand abated
>> Fresh reference require to be made
to the Tribunal under the Companies
Act, 2013 within 180 days from the
day this, Act becomes effective.
M&A Cases (High Court)
SICA Cases (BIFR)
Transitional Provisions
13. Approval of the Scheme and Valuation Report by Board of Directors of the Companies
Considering proposal for Merger and Amalgamation by BOD’s of Companies
Finalisation of Scheme of Amalgamation, Valuation and Fairness Opinion
Filing of Scheme, Valuation report and Fairness Opinion with the
designated Stock Exchanges for SEBI approval, if Co. is listed
Filing of Application to NCLT (Disclosure through affidavit if reduction of share capital is the part of scheme)
Recommendation on Scheme and Valuation report by the Audit committee
Uploading of Scheme,
Valuation report and Fairness
Opinion on website of the Co.
On direction of NCLT, Notice of meeting and copy of Valuation report has to be sent to
Shareholders, Creditors and CG, IT, SEBI, ROC, OL, respective stock exchange
(* Notice shall also provide an option to vote through postal ballot)
Notice also includes the effect of
scheme on KMP’s, Creditors,
Promoters, Non promoters members
and also disclose interest of
Directors, denture holders
Merger Process under Companies Act, 2013
14. Notice to Regional Director and Official Liquidator and submission of their NOC with NCLT
Final Hearing by NCLT
Obtaining NCLT Order and filing with Registrar of Companies
Post Merger compliances
Convening of Shareholders and Creditors Meetings for approval of Scheme and discussion
on the representation given by regulatory authorities – decision reported to NCLT
If creditors having atleast 90%
value agree and confirm by way of
affidavit to the scheme, then NCLT
may dispense creditors meeting.
NCLT may provide exit opportunity
to the dissenting shareholders
Merger Process under Companies Act, 2013
15. All material facts relating to the Company ;
Latest Financial position of the Company & Latest Auditor’s report
Any investigation and proceeding against the Company,
If Reduction of Share Capital is part of scheme
An application under Section 230 for Compromise / Arrangement /
Amalgamation, have to disclose following to the NCLT :-
Procedure revamp under Companies Act, 2013
16. Notice of proposed meeting required to be sent to :-
All Creditors / Members / debenture holders (even if right is not affected)
Central Government,
Income Tax Authority
RBI
SEBI
ROC
Respective Stock Exchanges
Official Liquidator
CCI
Sectoral Regulators or Authorities which are likely to be affected
All these authorities will give their
representation within 30 days of
receipt of notice.
Procedure revamp under Companies Act, 2013 (Cont)
17. Notice shall be accompanied by :-
A statement disclosing details of compromise arrangement i.e. explanatory statement;
A copy of Valuation Report by Registered Valuer
Explaining the effect of Compromise and arrangement on creditors, KMP, Promoter, Non- promoter members,
Debenture holders;
Any material interest of the Director of the Company and debenture trustee;
Expert report on Valuation is needed in case of merger & amalgamation ;
Supplementary Accounting statement is also required in case of merger & amalgamation ;
Dual Notice to SEBI
Prior to filing with NCLT for obtaining ‘No Objection
Certificate
Notice of meeting, SEBI may provide its objections, if
any.
Procedure revamp under Companies Act, 2013 (Cont)
18. Only those shareholder’s can raise objection to the scheme who holds not less than 10% of the shareholding
Only those creditors can raise objection to the scheme who holds 5 % of the total outstanding debt
The tribunal may provide the order for Exit option to dissenting shareholders based upon the valuation by Registered Valuer
Certificate from Statutory Auditor that accounting treatment complies with prescribed accounting standards (Currently applicable to listed
Companies)
Every Company has to file a yearly statement with ROC until the completion of the scheme, certifying that compliance is as per an order of
tribunal
Notice shall also provide an option to vote through Postal Ballot
Procedure revamp under Companies Act, 2013 (Cont)
19. Now NCLT have jurisdiction over CORPORATE DEBT RESTRUCTURING SCHEME also and following are the disclosure with
application :-
A Creditors Responsibility Statement;
Safeguard to the protection of other Creditors;
Report by Auditor that fund requirement as approved after CDR will confirm to liquidity test;
Statement to the effect, if Company proposes to adopt CDR guideline specified by RBI;
Valuation Report of assets by registered valuer
Procedure revamp under Companies Act, 2013 (Cont)
20. FAST TRACK MERGERSMALL CO.
SMALL CO.
HOLDING CO.
WHOLLY OWNED SUB
CO.
Small Company means Company other than PUBLIC CO. having PAID Up CAPITAL not more than Rs. 50
Lakh and TURNOVER not more than Rs. 2 Crores. (Govt. can raise the limits)
Not applicable to Holding -Subsidiary Co., Charitable Co. & Co. Governed by Special Acts
Central Government has the power to sanction the scheme, no requirement to approach NCLT
Fast Track Merger
21. Approval of the Scheme by Board of Directors of the Companies
Considering proposal for Merger and Amalgamation by BOD’s of Companies
Finalisation of Scheme of Amalgamation
Filing of Scheme, CA Certificate, Fairness Opinion and other documents with the designated Stock Exchanges
for SEBI approval
Notice of Proposed Scheme would be given to ROC, OL and any other person affected through scheme for their objections and
suggestions
Recommendation on Scheme and CA Certificate by the Audit committee
Uploading of Scheme,
Valuation report and
Fairness Opinion on
website of the Co.
Filing of Declaration of solvency with the Registrar of Companies (RoC) along with the Scheme of Arrangement
Issue of notice by Transferor and Transferee Company for convening the meeting of the members and creditors and notice
Fast Track Merger Process under Companies Act, 2013
22. Filing the copy of Scheme along with the result of each meeting with the Central Government by the Transferee Company
Filing a copy of scheme and Notice of Objection and Suggestion to :- ROC and OL
ROC and official liquidator to provide their No Objection or suggestion on the scheme to Central Government within thirty days of
receipt.
Meeting of the shareholders and Creditors of the Company for scheme approval with requisite majority
Central Government to consider the objection and suggestion of ROC and OL and if central government is of the opinion that scheme is
in the public interest or in the interest of creditors, the Central Government shall issue a confirmation order.
Central Government may refer the scheme to NCLT for considering the scheme under Section 232 of the Companies Act, 2013 as a
normal merger.
File copy of the order with the Registrar of the Companies in e Form INC 28
Fast Track Merger Process under Companies Act, 2013
23. Scheme of merger between holding company and its wholly-owned subsidiary company; or
Between two or more small companies (not applicable for listed companies).
Section 233 of Companies Act, 2013 provide for the fast paced merger mechanism for the class of companies mentioned above ;
Requirement to go to NCLT for sanctioning of scheme of arrangement has been done away with;
Objections only from Registrar and Official Liquidator (and from no other authority/regulator)are invited as envisaged in the provisions;
if opined to be against public interest, NCLT may order merger in normal course, that is, through NCLT route;
Equally applicable to Demergers and other schemes of arrangement.
Features
Applicability
Fast Track Merger (Cont.)
24. Logic
No loss of any interest of any existing shareholder;
No shares are issued as consideration;
Consolidated Balance Sheets are already prepared;
All the shares of the wholly-owned subsidiary company are already held in beneficial interest of shareholders of listed company in same
proportion;
All the profits and losses already accrue directly to the listed company;
Fast Track Merger (Cont.)
25. Encourage corporate restructurings for
small and group companies
Will result in faster disposal of the
matters
Only relevant cases would go to NCLT
No need of separate RBI / IT approval
Provisions of valuation by Registered
Valuer are not specified
Approval required from majority of
each class of Creditors holding 90% in
value, may be difficult especially from
trade creditors
There is no clarity on which person to
be considered as affected by the
scheme for giving the notice
No clarity, what shall be impact of
objections, if any
Impact Analysis of Fast Track Merger
26. CROSS BORDER MERGER
UNDER COMPANIES
ACT, 1956
Foreign Company
(can be only Transferor
Co.)
Indian Company
(Only can be
Transferee Co.)
UNDER SECTION 234,
COMPANIES ACT, 2013
Foreign Company Indian Company
Notified
by CG
Now Indian Co. can be Transferor as well as transferee co.
CG may make the Rules, in consultation with RBI
Prior approval of RBI is also required
Cross Border Merger
27. Flexibility for company structuring
overseas
Cross Border restructuring will
increase
Opportunity for Indian companies to
form corporate strategies on a
global scale
Scope of inbound mergers may
get restricted to notified
jurisdictions
Impact Analysis of Cross Border Merger
28. Where acquirer becomes registered holder of 90% or more of the issued shares due to scheme or contract involving transfer of
shares or by virtue of an amalgamation, shares exchange, Conversion of Securities, then Acquirer have to buy the minority shares
as per following formula for price determination :-
IN CASE OF LISTED COMPANY
Price as per SEBI Regulations;[It implies that through Merger a person may go beyond 75%]
Registered valuer to provide valuation report to the Board of Directors of the company justifying the methodology of arriving
at such price
IN CASE OF UNLISTED CO. (INCLUDING PVT)
The highest price paid by the acquirer, person or group of persons for acquisition during last twelve months;
fair price of shares of the company to be determined by the registered valuer after taking into account valuation parameters
ACQUISITION U/S 235 / 236
Minority Exit Opportunity
29. Provides an exit option to minority shareholders in unlisted companies as well .
Issues:
Inconsistency between Companies Act, 2013 and SEBI delisting regulations which provide
that purchase price for minority shareholders should be determined as per reverse book
building
Duty is casted but No right to Squeeze out provided for acquirer
Impact Analysis of Minority Exit
30. On merger of listed company with unlisted company, the transferee company shall remain an unlisted company
until it becomes a listed company
Provision for an exit route for shareholders of the Transferor Company
Payment of value of shares and other benefits in accordance with pre-determined price formula or as per
prescribed valuation
Merger of listed company with unlisted company
31. Streamlined the entire process of merger
Dissenting shareholder will get exit opportunity
Issue: Inconsistency between Companies Act, 2013 and SEBI Delisting Regulations
Impact Analysis of Merger of listed company with unlisted
company
32. Regulation 37 of SEBI (LODR) Regulations, 2015
Review & Give Observation on Scheme before filing with NCLT
Grant exemption from Rule 19(2)(b) of SCRR for listing of Resulting Company in case of demerger
As per Companies Act, 2013: [no provisions in SEBI Laws yet]
Provide Valuation method for exit of Dissenting Shareholders in case of merger of listed Company with
Unlisted Companies
Provide Valuation method for exit of Minority Shareholders in case of Acquirer reaching to 90% or more
Role of SEBI In Mergers & Demergers
33. Review & give Observation on Scheme before filing with NCLT:
Scheme should be in consonance with SEBI Regulations
Scheme should not be against the interest of minority shareholders
Valuations should be fair to the shareholders of Listed Company
No undue advantage to the Promoters or KMPs
Proper disclosure of all the facts to shareholders to take informed decision
In case promoters’ holding is increasing in Scheme, it is to be approved by Non-promoters through Postal Ballot
Role of SEBI in Mergers & Demergers.. Cont.
34. Grant exemption from Rule 19(2)(b) of SCRR for listing of Resulting Company in case of demerger
Scheme should be sanctioned by the Tribunal (NCLT)
The Public Holding should not fall below 25% under the scheme
No shares being issued other than as provided in the Scheme
No convertible Instrument should be at the time of listing except where it is provided in the Scheme and other their conversion
the public holding is not falling below 25%
Proper disclosure of all the relevant information about the new company and its management in the form of Information
Memorandum & Newspaper Advertisement
Role of SEBI in Mergers & Demergers.. Cont.
35. That is what learning is, you suddenly
understand something you have understood
all your life, but in a new way
…………………………….. Doris Lessing