SEBI(LODR)Regulations - Obligations on listing of specified securities - Part IIDVSResearchFoundatio
Key Takeaways:
Related party transactions
Obligations of directors including independent directors, employees including KMPs
Corporate Governance requirements
SEBI notified SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 (“LODR”) on September 2, 2015 LODR consolidated the provisions contained in different listing agreements viz Equity Listing Agreement, listing agreement for listing on SME Exchange, LA for listing IDR,LA for listing of Debt Securities, LA for Securitised Debt Instruments and provisions of SEBI (ICDR) Regulations.
SEBI(LODR)Regulations - Obligations on listing of specified securities - Part IIDVSResearchFoundatio
Key Takeaways:
Related party transactions
Obligations of directors including independent directors, employees including KMPs
Corporate Governance requirements
SEBI(LODR)Regulations - Obligations on listing of specified securities - Part IIDVSResearchFoundatio
Key Takeaways:
Related party transactions
Obligations of directors including independent directors, employees including KMPs
Corporate Governance requirements
SEBI notified SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 (“LODR”) on September 2, 2015 LODR consolidated the provisions contained in different listing agreements viz Equity Listing Agreement, listing agreement for listing on SME Exchange, LA for listing IDR,LA for listing of Debt Securities, LA for Securitised Debt Instruments and provisions of SEBI (ICDR) Regulations.
SEBI(LODR)Regulations - Obligations on listing of specified securities - Part IIDVSResearchFoundatio
Key Takeaways:
Related party transactions
Obligations of directors including independent directors, employees including KMPs
Corporate Governance requirements
Related Party Transactions by Dipti Mehta Partner Mehta & Mehta Company Secretary
Both under the 2013 Act , requirements concerning related party transactions may be divided into four key parts, viz., identification of related parties, related party transactions, approval process and disclosure requirements. It is clear from discussion below that in most cases, The definition of ‘related party’ under RC49 is likely to result in identification of significantly higher number of related party. Unlike the 2013 Act, RC49 does not exempt related party transactions from special resolution of disinterested shareholders based on criteria, viz., (i) transaction is in the ordinary course of business and at arm’s length, or (ii) prescribed threshold regarding transaction value and share capital are not breached.
Disclaimer: Disclaimer: This presentation is based on my internal research. It is notified that the presenter and any other person related to him shall be responsible for any damage or loss of any action taken based on this presentation. It is suggested to seek professional advice before initiating any action.
To analyse and understand the provisions of Foreign Exchange Management (Adjudication Proceedings And Appeal) Rules, 2000. We shall understand the provisions relating to imposition of penalty, the adjudicating authority, inquiry proceedings and the various aspects of appeal.
OBJECTIVE
Compromise and arrangement is a form of Corporate Restructuring where company enters into an agreement with its creditors or members to reorganise the capital structure of the company. The webinar covers the aspects of statutory provisions pertaining to compromise and arrangement under Companies Act, 2013 in detail along with judicial precedents.
EXTRACT OF THE PRESENTATION - FOR THE CASE LAWS COVERED IN THE SESSION & SEMINARS, FEEL FREE TO EMAIL ME.
SPECIAL THANKS TO CS SHAILASHRI BHASKAR MA'AM, CS PAVAN KUMAR VIJAY SIR FOR THEIR GUIDANCE.
OBJECTIVE
Winding up is the final stage in the business cycle of a Company. It is the process of closing down the legal existence of a company. It can be done either by the Company on its own (voluntary winding up) or by an order passed by the Tribunal (compulsory winding up). The webinar covers the aspects of various provisions involved in winding up as enshrined in Companies Act, 2013 along with judicial precedents.
SEBI (LODR) Regulations, 2015- Obligations on listing of NCDs / NCRPs - Part IIDVSResearchFoundatio
Key Takeaways:
- Intimations to debenture trustees / holders of NCDs and NCRPs
- Structure / terms of NCDs and NCRPs
- Record date
- Functional Website
SEBI(LODR) Regulations, 2015- Obligations on listing of specified securities-...DVSResearchFoundatio
Key Takeaways:
- Meetings of shareholders and their voting
- Change in name of the listed entity
- Dissemination of information on website and in newspapers
Related Party Transactions by Dipti Mehta Partner Mehta & Mehta Company Secretary
Both under the 2013 Act , requirements concerning related party transactions may be divided into four key parts, viz., identification of related parties, related party transactions, approval process and disclosure requirements. It is clear from discussion below that in most cases, The definition of ‘related party’ under RC49 is likely to result in identification of significantly higher number of related party. Unlike the 2013 Act, RC49 does not exempt related party transactions from special resolution of disinterested shareholders based on criteria, viz., (i) transaction is in the ordinary course of business and at arm’s length, or (ii) prescribed threshold regarding transaction value and share capital are not breached.
Disclaimer: Disclaimer: This presentation is based on my internal research. It is notified that the presenter and any other person related to him shall be responsible for any damage or loss of any action taken based on this presentation. It is suggested to seek professional advice before initiating any action.
To analyse and understand the provisions of Foreign Exchange Management (Adjudication Proceedings And Appeal) Rules, 2000. We shall understand the provisions relating to imposition of penalty, the adjudicating authority, inquiry proceedings and the various aspects of appeal.
OBJECTIVE
Compromise and arrangement is a form of Corporate Restructuring where company enters into an agreement with its creditors or members to reorganise the capital structure of the company. The webinar covers the aspects of statutory provisions pertaining to compromise and arrangement under Companies Act, 2013 in detail along with judicial precedents.
EXTRACT OF THE PRESENTATION - FOR THE CASE LAWS COVERED IN THE SESSION & SEMINARS, FEEL FREE TO EMAIL ME.
SPECIAL THANKS TO CS SHAILASHRI BHASKAR MA'AM, CS PAVAN KUMAR VIJAY SIR FOR THEIR GUIDANCE.
OBJECTIVE
Winding up is the final stage in the business cycle of a Company. It is the process of closing down the legal existence of a company. It can be done either by the Company on its own (voluntary winding up) or by an order passed by the Tribunal (compulsory winding up). The webinar covers the aspects of various provisions involved in winding up as enshrined in Companies Act, 2013 along with judicial precedents.
SEBI (LODR) Regulations, 2015- Obligations on listing of NCDs / NCRPs - Part IIDVSResearchFoundatio
Key Takeaways:
- Intimations to debenture trustees / holders of NCDs and NCRPs
- Structure / terms of NCDs and NCRPs
- Record date
- Functional Website
SEBI(LODR) Regulations, 2015- Obligations on listing of specified securities-...DVSResearchFoundatio
Key Takeaways:
- Meetings of shareholders and their voting
- Change in name of the listed entity
- Dissemination of information on website and in newspapers
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.
OBJECTIVE
Winding up is the final stage in the business cycle of a Company. It is the process of closing down the legal existence of a Company. It can be done either by the Company on its own (voluntary winding up) or by an order passed by the Tribunal (compulsory winding up). Provisions under Companies Act, 2013 with respect to voluntary winding up are omitted and shifted to Insolvency and Bankruptcy Code, 2016 (“the Code”). The webinar covers the aspects of provisions involved in voluntary winding up as enshrined under the Code read with Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017.
As per the requirements of said Regulation we have devised our Articles in following part:
1. Checklist for stock exchanges submission;
2. Checklist for shareholders communication
3. Penalty for non-compliance of LODR
4. SEBI FAQs for LODR
5. Board Meeting Tasks
6. Board shall ensure
Which would help you to comply with the requirement of said new regultion for the compliances due after the quarter ended on 31st December, 2015.
What are the salient features of CFSS, 2020 and LLP Settlement Scheme, 2020?DVSResearchFoundatio
OBJECTIVE
In order to make a fresh start on a clean state, Ministry of Corporate Affairs (MCA) vide circulars issued in March, 2020 has taken certain alleviative measures by introducing the Companies Fresh Start Scheme, 2020. Further, to promote ease of doing business, MCA has given relaxation in additional fees with respect to filing of pending documents with MCA by defaulting LLPs by introducing LLP Settlement Scheme, 2020. These Schemes act as relief to defaulting Companies / LLPs by mitigating their financial burden and giving them an opportunity to make a fresh start. In this webinar, we shall understand the salient features of these Schemes including their objective, applicability and the effect of immunity.
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.
SCRAPPING OF RETRO TAX PROVISIONS : A REVIVAL OF OVERSEAS INTEREST IN INDIADVSResearchFoundatio
Key Takeaways:
- Scrapping of Restrospective effect of Taxation
- Indirect transfer of assets not taxable before 28th May 2012
- Vodafone case analysis
- Draft notification to implement the amendment
Key Takeaways: - Analysis of section 45(4), section 9B of the Income Tax Act...DVSResearchFoundatio
Key Takeaways:
- Analysis of section 45(4), section 9B of the Income Tax Act and Rule 8AA and Rule 8AB of Income Tax Rules
- Illustrations to understand the relevant impact
- Critical Issues concerned with the provisions
Key Takeaways:
- Facts of the case
- Issues and Orders of the case
- Contention of the parties
- Observations by Honourable Supreme Court
- Conclusions
Key Takeaways:
- Facts of the case
- Issues and Orders of the case
- Contention of the parties
- Observations by Honourable Supreme Court
- Conclusions
FALLACIOUS DISREGARDING OF TRANSACTIONS THAT RESULT IN A TAX BENEFIT TO THE A...DVSResearchFoundatio
Key Takeaways:
- Facts of the case
- AO's contention
- Ruling of CIT(A) and issues for consideration of the ITAT
- Observations of ITAT
- Final Ruling
- Way Forward
ALLOWABILITY OF OUTSTANDING INTEREST CONVERTED INTO DEBENTURES AS AN EXPENSE ...DVSResearchFoundatio
Key Takeaways:
- Facts and issues of the case
- Rationale behind the section
- Ruling of lower jurisdiction authorities
- Rival submissions before the Honourable Supreme Court
- Observations and final rulings of Honourable Supreme Court
- Way Forward
Key Takeaways:
- Facts of the case
- Issues and Orders
- Contention of the parties
- Observations of Honourable Supreme Court
- Conclusion and way forward
Key Takeaways:
- Background and Overview of Legal Provision
- Facts of the Case
- Contentions of the Assessee and Revenue
- Supreme Court’s Verdict
- Key Learnings and Way Forward
Key Takeaways:
- Background and Overview of Legal Provision
- Facts of the Case
- Contentions of the Assessee and Revenue
- Supreme Court’s Verdict
- Key Learnings and Way Forward
AUTOMATIC VACATION OF STAY GRANTED BY TRIBUNALDCIT v. PEPSI FOODS LTD. [2021]...DVSResearchFoundatio
Key Takeaways:
- Background and Overview of Legal Provision
- Facts of the Case
- Contentions of the Assessee and Revenue
- Supreme Court’s Verdict
- Key Learnings and Way Forward
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
Accpac to QuickBooks Conversion Navigating the Transition with Online Account...PaulBryant58
This article provides a comprehensive guide on how to
effectively manage the convert Accpac to QuickBooks , with a particular focus on utilizing online accounting services to streamline the process.
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Business Valuation Principles for EntrepreneursBen Wann
This insightful presentation is designed to equip entrepreneurs with the essential knowledge and tools needed to accurately value their businesses. Understanding business valuation is crucial for making informed decisions, whether you're seeking investment, planning to sell, or simply want to gauge your company's worth.
Explore our most comprehensive guide on lookback analysis at SafePaaS, covering access governance and how it can transform modern ERP audits. Browse now!
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/
Cracking the Workplace Discipline Code Main.pptxWorkforce Group
Cultivating and maintaining discipline within teams is a critical differentiator for successful organisations.
Forward-thinking leaders and business managers understand the impact that discipline has on organisational success. A disciplined workforce operates with clarity, focus, and a shared understanding of expectations, ultimately driving better results, optimising productivity, and facilitating seamless collaboration.
Although discipline is not a one-size-fits-all approach, it can help create a work environment that encourages personal growth and accountability rather than solely relying on punitive measures.
In this deck, you will learn the significance of workplace discipline for organisational success. You’ll also learn
• Four (4) workplace discipline methods you should consider
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As a business owner in Delaware, staying on top of your tax obligations is paramount, especially with the annual deadline for Delaware Franchise Tax looming on March 1. One such obligation is the annual Delaware Franchise Tax, which serves as a crucial requirement for maintaining your company’s legal standing within the state. While the prospect of handling tax matters may seem daunting, rest assured that the process can be straightforward with the right guidance. In this comprehensive guide, we’ll walk you through the steps of filing your Delaware Franchise Tax and provide insights to help you navigate the process effectively.
Remote sensing and monitoring are changing the mining industry for the better. These are providing innovative solutions to long-standing challenges. Those related to exploration, extraction, and overall environmental management by mining technology companies Odisha. These technologies make use of satellite imaging, aerial photography and sensors to collect data that might be inaccessible or from hazardous locations. With the use of this technology, mining operations are becoming increasingly efficient. Let us gain more insight into the key aspects associated with remote sensing and monitoring when it comes to mining.
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Falcon stands out as a top-tier P2P Invoice Discounting platform in India, bridging esteemed blue-chip companies and eager investors. Our goal is to transform the investment landscape in India by establishing a comprehensive destination for borrowers and investors with diverse profiles and needs, all while minimizing risk. What sets Falcon apart is the elimination of intermediaries such as commercial banks and depository institutions, allowing investors to enjoy higher yields.
What is the TDS Return Filing Due Date for FY 2024-25.pdfseoforlegalpillers
It is crucial for the taxpayers to understand about the TDS Return Filing Due Date, so that they can fulfill your TDS obligations efficiently. Taxpayers can avoid penalties by sticking to the deadlines and by accurate filing of TDS. Timely filing of TDS will make sure about the availability of tax credits. You can also seek the professional guidance of experts like Legal Pillers for timely filing of the TDS Return.
Enterprise Excellence is Inclusive Excellence.pdfKaiNexus
Enterprise excellence and inclusive excellence are closely linked, and real-world challenges have shown that both are essential to the success of any organization. To achieve enterprise excellence, organizations must focus on improving their operations and processes while creating an inclusive environment that engages everyone. In this interactive session, the facilitator will highlight commonly established business practices and how they limit our ability to engage everyone every day. More importantly, though, participants will likely gain increased awareness of what we can do differently to maximize enterprise excellence through deliberate inclusion.
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Dr. William Harvey is a seasoned Operations Leader with extensive experience in chemical processing, manufacturing, and operations management. At Michelman, he currently oversees multiple sites, leading teams in strategic planning and coaching/practicing continuous improvement. William is set to start his eighth year of teaching at the University of Cincinnati where he teaches marketing, finance, and management. William holds various certifications in change management, quality, leadership, operational excellence, team building, and DiSC, among others.
3. 3
Legends used in the Presentation
AOA Articles of Association PCA Practising Chartered Accountant
AGM Annual General Meeting PCS Practising Company Secretary
CCPS Compulsory Convertible
Preference Shares
RBI Reserve Bank of India
IBC Insolvency and bankruptcy
Board
RTGS Real Time Gross Settlement
IMPS Immediate Payment Service SCRA Securities Contract Regulation
Act
LE Listed Entity SEBI Securities and Exchange Board
of India
MD Managing Director SE Stock Exchange
MPS Minimum Public Shareholding Sec Section
NEFT National Electronic Fund
transfer
XBRL eXtensible Business Reporting
Language
4. 4
Presentation Schema
Document and
Information to
Shareholders
Draft scheme of
arrangement & scheme
of arrangement along
with Schedule XI
Format of Approval
form
Amalgamation Case law
Minimum public
shareholding
Case law relating to
MPS
Issuance of certificates
& dealings with
unclaimed securities
5. Regulation 36- Documents & Information
to shareholders
5
Mode of sharing annual report-
a) Soft copy of the full annual report shall be sent to those shareholders
who have registered their e-mail ids * with the LE or any depository
*Words ‘for the purpose’ has been omitted w.e.f. 01/04/2019
b) Shareholders who have not registered their e-mail id: Hard copy of
statement containing the salient features of all the documents, as
prescribed in Sec 136 of Companies Act, 2013 or rules made thereunder
c) Hard copies of full annual reports to those shareholders, who request
for the same
Sec 136- Right of member to copies of audited financial statements:
Documents prescribed: Financial statements and consolidated financial statements, if any,
auditor’s report and every other document which is required to be annexed with the financial
statement shall be sent to every member of the Company at least 21 days before the meeting
6. Contd.
6
A brief
resume
of the
director
Nature of
his
expertise in
specific
functional
areas
Disclosure
of inter-se
relationship
between
directors of
Board
Details about
LE in which
person holds
directorship
and
membership
in
committees
of board
Shareholding
of non-
executive
director
Director’s appointment or re-appointment in the AGM: In this case the LE shall
include the following information in the annual report-
Annual report to be sent not less than 21 days before the AGM by the listed entity
7. 7
Contd.
The disclosures made by the LE w.e.f. 01/04/2019-
a) to the SE(s) shall be in XBRL format in accordance with the guidelines
specified by the SE(s) from time to time and
b) to the SE(s) and on its website, shall be in a format that allows users to find
relevant information easily through a searching tool
Appointment or Re-appointment of statutory auditor(s) in the AGM: In this case the
notice of the meeting shall contain the following in the explanatory statement-
a) Proposed fees payable to the statutory auditor(s), term of appointment and in case
of a new auditor, any material change in the fee payable to such auditor from that
paid to the outgoing auditor and the reasons for such change
b) Basis of recommendation for appointment including the details in relation to and
credentials of the statutory auditor(s) proposed to be appointed
Disclosures in searchable formats shall not apply in case there is a statutory requirement to
make such disclosures in formats which may not be searchable, such as copies of scanned
documents
8. Regulation 37- Draft scheme of arrangement
and scheme of arrangement
8
The LE which wants to
undertake a scheme of
arrangement or involved
in a scheme of
arrangement, without
prejudice to the
provisions of Reg. 11
shall file the draft
scheme of arrangement
to the SE(s) along with a
non-refundable fee* as
specified in Schedule XI
*Inserted w.e.f
06/03/2017
for obtaining
Observation or No
objection letter from
SE(s) before filing such
scheme to any
Court or Tribunal under
sec. 391-394 and 101 of
the Companies Act,
1956 or under sec 230-
234 and sec 66 of
Companies Act, 2013, as
applicable
9. Schedule XI- Fee in respect of draft scheme
of arrangement*
9
*Inserted w.e.f 06/03/2017
The LE shall, along with the draft scheme of arrangement, remit fee at the rate of
0.1% of the paid-up share capital of the listed/transferee/resulting company,
whichever is higher, post sanction of the scheme, subject to a cap of Rs.5,00,000/-.
The fee specified in clause 1 shall be paid by way of direct credit to the bank account
of the Board through NEFT/ RTGS/ IMPS or any other mode allowed by RBI or by
means of a demand draft in favour of “SEBI” payable at Mumbai
10. Contd.
10
LE shall obtain the observation or no objection letter
before filing such scheme with any Court or Tribunal
Observation or no objection letter shall be presented before the
Court or Tribunal at the time of seeking approval for scheme of
arrangement
Validity of the letter: 6 months from the date of issuance for
submission of scheme
LE shall also ensure compliance with the other
requirements as may be prescribed by the Board from
time to time
Upon sanction of the Scheme, the LE shall submit the
documents, to the SE(s), as prescribed by the Board
and/or SE(s) from time to time
11. Contd.
11
Non-applicability of the provisions
• Inserted w.e.f. 15/02/2017
• For a draft scheme which solely provides for merger of a wholly owned
subsidiary with its holding company
• But the same shall be filed with the SE(s) for disclosure purposes
• Inserted w.e.f. 31/05/18
• This Regulation and Reg. 94 dealing with draft scheme of arrangement and
scheme of arrangement shall not be applicable
• For a restructuring proposal approved as part of a resolution plan by the
Tribunal under section 31 of IBC
• But the details shall be disclosed to the recognized SE(s) within 1 day of
approval of resolution plan
18. Amalgamation of VSL with GIL
18
GODREJ INDUSTRIES
LIMITED (GIL)
VORA SOAPS LIMITED (VSL)
GODREJ
AGROVET
LIMITED (GAVL)
GODREJ
PROPERTIES
LIMITED (GPL)
Holding Company
Layer 1
Layer 2
19. Contd.
19
• Rationale of the Scheme: As per sec. 2 (87) of Companies Act, 2013 and Companies
(Restriction on number of layers) Rules, 2017- No Company shall have >2 layers of
subsidiaries
• This restricts GPL & GAVL wants to incorporate new subsidiary or step down subsidiary
Transferor Company
• Vora Soaps
Limited
Transferee
Company
• Godrej Industries
Limited
Application under Reg.37 was submitted with necessary documents for obtaining no
objection letter or observation letter for proposed scheme of amalgamation of VSL with GIL
20. Contd.
20
Issue and allotment of shares from VSL to GIL based on the Valuation report given by
M/s. Price Waterhouse & LLP, Chartered Accountants
No. of shares Face value To whom
19,39,04,681 full paid
equity shares of the
Transferee Company
₹1/- Issued and allotted to
the Equity shareholders
and CCPS holders of the
Transferor company in
proportion to their
holding in Transferor
company
On 5th January, 2018, the scheme was submitted to SE pursuant to Reg.37 and on 17th
December, 2018 the scheme of arrangement between VSL and GIL was approved by
National Company Law Tribunal, Mumbai bench
21. Regulation 38- Minimum Public Shareholding
(MPS)
21
The LE shall comply with the minimum public shareholding requirements specified in
Rule 19(2) and Rule 19A of the Securities Contracts (Regulation) Rules, 1957 in the
manner as specified by the Board from time to time
Non-applicability
Entities which are listed on institutional trading platform without making a public
issue
22. Contd.
22
Rule 19A – Minimum Public Shareholding:
• Every LE shall maintain MPS of 25% within 3 years from the date of 4th June, 2010
• If MPS falls below 25% at any time, such company shall within a period of 12 months from the
date of such fall achieve MPS in a manner as specified by SEBI
Rule 19(2)(b) - Minimum Offer and allotment to public in terms of offer document :
• Maintenance of MPS of at least 25% of each class or kind of equity shares or debentures
• Issued by a listed company
23. Case Law:
23
Miven Machine Tools Limited (MMTL)
Due date for complying
with MPS under Rules
19(2)(b) & 19A : 3rd
June, 2013
As on 4th June 2013 an
interim order was
passed by Whole-time
member (WTM) of SEBI
with respect to 105
non-complied listed
companies
MMTL was one of those
companies against
whom an interim order
was passed
• MMTL had proposed to delist the shares on receiving the interim order
100
80
60
40
20
86.19% - Promoter & Promoter
group shareholding
13.81% - Public shareholding
24. Contd.
24
Offer for sale
through stock
exchange
mechanism was
initiated by the
company. The
company
successfully
transferred the
shares in order
to meet MPS
3rd action
Therefore,
requested SEBI
for extension for
delisting process
and the
extension was
granted till 2nd
October, 2015.
But this time the
resolution was
not passed. So
the company
closed the
delisting process
2nd action
Initiated
delisting
process,
received
shareholders
approval but
failed to
complete the
process within
the stipulated
time
1st action
Actions taken by MMTL on receiving interim order :
25. Contd.
25
Shareholding pattern post offer for sale-
Promoter & Promoter group
Earlier: 86.19%
Transferred: 11.19%
Post transfer: 74.9992%
Public shareholders
Earlier: 13.81%
Received: 11.19%
Post transfer: 25.0008%
On complying with the MPS provisions after 2 years, WTM of SEBI revoked the interim order
passed against the company and referred the matter to adjudication proceedings
26. Contd.
26
Issue of show cause
notice on 28th May, 2018
Reply on 10th
June, 2018
Personal hearing on 21st
June, 2018
MD, Company
Secretary & PCS
appeared on behalf
of MMTL
By the company
with reasons for
non-compliance
and delay
As to why an
inquiry should not
be initiated and
penalty should not
be imposed
Final Order : Penalty of 10 lakh was imposed for violation of the following provisions:
Rule 19A(1) of SCRR-MPS of 25%
Sec 21 of SCRA-Conditions for listing
Clause 40A of listing agreement- Minimum level & methods to raise public shareholding
Reg. 38 of SEBI (LODR) Regulations, 2015
27. Regulation 39-Issuance of certificates for
securities & dealings with unclaimed securities
27
Rule 19(3) of Securities Contract (Regulations) Rules, 1957 shall be
complied by the LE for letter/advices of allotment, acceptance or rights,
transfers, subdivision, consolidation, renewal, exchanges, issuance of
duplicates or any other purpose
The certificate/ receipt/ advices/ duplicates shall be issued within 30
days from the date of lodging
LE shall submit information regarding loss of share certificates and issue
of duplicate share certificates within 2 days of obtaining information
Schedule VI shall be followed while dealing with securities issued
though public issue or any other issue, physical or otherwise, which
remain as unclaimed &/or are lying in escrow account
28. Contd.
28
• Letters of allotment and rights has to be issued simultaneously with necessary
details
• Receipts for securities deposited shall be issued
• If the documents are lodged for sub-division/ consolidation/ renewal, it shall be
accepted or verified by the company
• Record transfer & issue certificates for the same within a period of 1 month
• Intimation to SE about the BM in which dividend / bonus shares are recommended
and declared
• Notify the SE about any material change in the nature of business
• Intimation of change in directors, auditors, MD, CS, treasurers
• Forwarding financials, annual and statutory reports, and annual return
• Forwarding the documents of general meetings
• Notify SE about bonus/ rights issue, re-issue, alteration of capital
• Book closure and record date
• To grant right to renounce to shareholders at the time of rights, privileges and
benefits
• Prompt notification in case of any alteration in the securities listed
• Follow the rules and bye-laws of the SE
Rule 19(3)- A company applying for listing shall do the following-
29. Schedule VI- Manner of dealing with
unclaimed shares
29
The LE may delegate the following procedural requirements to a share transfer
agent.
At least 3 reminders has to be sent to the address below-
Shares in demat form- reminders shall be sent to the address captured in
depository’s database or address given in the application form, in case of
application made in physical form
Shares in physical form- reminders shall be sent to the address given in the
application form as well as last available address as per LE’s record
30. Contd.
30
Procedures in case of non-receipt of response to reminders-
Shares in demat form- the unclaimed shares shall be credited to a demat suspense
account with one of the Depository Participants, opened by the LE for this purpose
Shares in physical form- all the shares shall be transferred into one folio in the
name of “Unclaimed Suspense Account” and shall dematerialise the shares held
in the Unclaimed Suspense Account with one of the Depository Participants
The LE shall maintain details of shareholding of each individual allottee whose
shares are credited to such demat suspense account or unclaimed suspense
account, as applicable
Accounts shall be held by the LE purely on behalf of the allottees who are entitled to
the shares and the shares held in such suspense account shall not be transferred in
any manner whatsoever except for the purpose of allotting the shares to the allottee
as and when he approaches
31. Contd.
31
• Shares, in respect of which unpaid or unclaimed dividend has been transferred
under Sec 124 (5) of the Companies Act, 2013, shall also be transferred by the
listed entity in accordance with Sec 124 (6) of the Companies Act, 2013 and
rules made thereunder
• Sec 124(5) – Money transferred to unpaid dividend account which remains
unpaid or unclaimed there for a period of 7 years shall be transferred along
with interest accrued, if any and a statement in a prescribed form has to be
sent to the authority which administers the fund
• Sec 124(6)- All such shares shall be transferred to Investor Education and
Protection Fund along with a statement of details