Only for CS Students

Attention Students Enrolled for CS June 2018 Examination

2018-05-23T16:27:00.002+05:30

Dear CS Students,

Those who enrolled for CS examination June 2018 session, download Admit Card from www.icsi.edu well in advance without waiting for the last moment.

Extension of date for filing return in FORM GSTR-3B for the month of April, 2018

2018-05-22T09:32:00.002+05:30

In the interest of taxpayers, it has been decided to extend the last date for filing of return in FORM GSTR-3B for the month of April, 2018 for two days, i.e., till 22^nd May, 2018. The notification in this regard shall be published shortly.

Earlier it was brought to the notice of the competent authority that certain technical issues are being faced by the taxpayers during the filing of FORM GSTR-3B for the month of April, 2018. In order to resolve the same, emergency maintenance is being carried out on the system.

Join ICSI webcast for June 2018 Exam students on 22nd May, 2018 at 11.00 A.M

2018-05-21T10:44:00.001+05:30

Join ICSI webcast for June 2018 Exam students on 22nd May, 2018 at 11.00 A.M. Login at https://dezd00medastx.cloudfront.net/belive/icsi/exam/index.html

The Companies (Registration Offices and Fees) Second Amendment Rules 2018 has been notified on 7th May 2018

2018-05-19T12:13:00.003+05:30

The Companies (Registration Offices and Fees) Second Amendment Rules 2018 has been notified on 7th May 2018.

Accordingly, in case the due date of filings under Section 92 (Annual Return) or 137 (Annual Financial Statement) of the Companies Act, 2013 expires after 30/06/2018, the additional fee @Rs.100 per day shall become payable in respect of MGT-7, AoC-4, AoC-4 XBRL and AoC-4 CFS.

In all other cases where the belated annual returns or balance sheet/financial statement which were due to be filed whether under the Companies Act,1956 (23AC,23ACA,23AC XBRL,23ACA XBRL,20B,21A) or the Companies Act, 2013 (MGT-7, AoC-4, AoC-4 XBRL and AoC-4 CFS)additional fee as per the applicable slab for the period of delay up to 30th June 2018 plus @Rs.100 per day w.e.f 1st July 2018 shall become payable. Stakeholders are advised to take note and plan accordingly.

free of cost STUDY CHARTER CAMP at CALICUT for CS Students

2018-05-18T21:19:00.004+05:30

Dear CS students,

Charters Institute of Commerce is providing a free of cost STUDY CHARTER CAMP at CALICUT for the CS students who appear for June 2018 exams.

Sessions period: Saturday, 19th May to Sunday, 27th May of 2018

What’s going to CHARTER your exams in the camp?!

1. Crash classes
2. Air conditioned smart campus
3. Independent study chairs
4. Interim study sessions of experienced faculties.
5. Subject wise exam tips
6. Full time availability of a mentor CS/CA/ Advocates
7. Convenient camp hours
8. Motivation classes.
9. Silent study hours
10. Drinking water, refreshments and lot more

Don’t miss the chance. Free but Limited seats only. Please register online at http://www.wecharters.com

Charters Institute of Commerce
2nd floor, Wisdom Tower, Jafarkhan Colony, Kozhikode

Share this message to all our CS friends...

HOW TO PREPARE OPEN BOOK IPR PAPER (CS Professional Programme)

2017-11-07T17:13:00.000+05:30

Drafting appearance and pleading CS Professional Programme Video Class

2017-11-06T17:23:00.000+05:30

CS Professional Programme - Advance Tax Law Practice - Video Tutorial

2017-11-04T16:49:00.002+05:30

Dear CS Friends, I'M Back

2017-11-04T16:33:00.001+05:30

Corporate restructuring simple video tutorial for CS Professional Programme students

2016-10-14T15:00:00.001+05:30

How to prepare time-table 4 professional course reading (CA, CS, CWA)

2016-08-10T15:12:00.001+05:30

How to write Case Laws in CS Examinations

2015-09-07T16:57:00.003+05:30

How to write Case Laws in CS Examinations

2015-09-07T16:57:00.001+05:30

CORPORATE RESTRUCTURING – REGULATIONS AND REGULATORS

2015-06-30T15:30:00.000+05:30

Corporate restructuring Note for CS Professional Programme

2015-06-30T14:59:00.000+05:30

Important aspects to be considered while planning or implementing corporate restructuring

Strategies

· Valuation & Funding

· Legal and procedural issues

· Taxation and Stamp duty aspects

· Accounting aspects

· Competition aspects etc.

· Human and Cultural synergies

Types of Corporate Restructuring Strategies

1. Merger

2. Demerger

3. Reverse Mergers

4. Disinvestment

5. Takeovers

6. Joint venture

7. Strategic alliance

8. Slump Sale

9. Franchising

10. Strategic alliance etc.

1. Merger

Merger is the combination of two or more companies which can be merged together either by way of amalgamation or absorption. The combining of two or more companies, is generally by offering the stockholders of one company securities in the acquiring company in exchange for the surrender of their stock. Mergers may be

(i) Horizontal Merger: It is a merger of two or more companies that compete in the same industry. It is a merger with a direct competitor and hence expands as the firm's operations in the same industry. Horizontal mergers are designed to achieve economies of scale and result in reduce the number of competitors in the industry.

(ii) Vertical Merger: It is a merger which takes place upon the combination of two companies which are operating in the same industry but at different stages of production or distribution system. If a company takes over its supplier/producers of raw material, then it may result in backward integration of its activities. On the other hand, Forward integration may result if a company decides to take over the retailer or Customer Company. Vertical merger provides a way for total integration to those firms which are striving for owning of all phases of the production schedule together with the marketing network

(iii) Co generic Merger: It is the type of merger, where two companies are in the same or related industries but do not offer the same products, but related products and may share similar distribution channels, providing synergies for the merger. The potential benefit from these mergers is high because these transactions offer opportunities to diversify around a common case of strategic resources.

(iv) Conglomerate Merger: These mergers involve firms engaged in unrelated type of activities i.e. the business of two companies are not related to each other horizontally nor vertically. In a pure conglomerate, there are no important common factors between the companies in production, marketing, research and development and technology. Conglomerate mergers are merger of different kinds of businesses under one flagship company. The purpose of merger remains utilization of financial resources enlarged debt capacity and also synergy of managerial functions. It does not have direct impact on acquisition of monopoly power and is thus favoured throughout the world as a means of diversification.

2. Demerger

It is a form of corporate restructuring in which the entity's business operations are segregated into one or

more components. A demerger is often done to help each of the segments operate more smoothly, as they can focus on a more specific task after demerger.

3. Reverse Merger

Reverse merger is the opportunity for the unlisted companies to become public listed company, without opting for Initial Public offer (IPO).In this process the private company acquires the majority shares of public company, with its own name.

4. Disinvestment

Disinvestment means the action of an organization or government selling or liquidating an asset or subsidiary. It is also known as "divestiture".

5. Takeover/Acquisition

Takeover means an acquirer takes over the control of the target company. It is also known as acquisition.

Normally this type of acquisition is undertaken to achieve market supremacy. It may be friendly or hostile

takeover.

Friendly takeover: In this type, one company takes over the management of the target company with the permission of the board.

Hostile takeover: In this type, one company takes over the management of the target company without its knowledge and against the wish of their management.

6. Joint Venture (JV)

A joint venture is an entity formed by two or more companies to undertake financial activity together. The

parties agree to contribute equity to form a new entity and share the revenues, expenses, and control of the company. It may be Project based joint venture or Functional based joint venture.

Project based Joint venture: The joint venture entered into by the companies in order to achieve a specific task is known as project based JV.

Functional based Joint venture: The joint venture entered into by the companies in order to achieve mutual benefit is known as functional based JV.

7. Strategic Alliance

Any agreement between two or more parties to collaborate with each other, in order to achieve certain objectives while continuing to remain independent organizations is called strategic alliance.

8. Franchising

Franchising may be defined as an arrangement where one party (franchiser) grants another party (franchisee) the right to use trade name as well as certain business systems and process, to produce and

market goods or services according to certain specifications. The franchisee usually pays a one-time franchisee fee plus a percentage of sales revenue as royalty and

gains.

9. Slump sale

Slump sale means the transfer of one or more undertaking as a result of the sale of lump sum consideration without values being assigned to the individual assets and liabilities in such sales. If a company sells or disposes of the whole or substantially the whole of its undertaking for a predetermined lump sum consideration, then it results in a slump sale.

Happy New Year to all.

2014-12-31T14:57:00.002+05:30

Dear friends,

New Year Greetings. Thank you for subscription. From tomorrow onward's this blog come back.

AMALGAMATION Company Accounts

2014-07-02T13:30:00.003+05:30

How to memorise chapter names and section numbers of Income Tax Act 1961?

2014-02-18T10:12:00.001+05:30

This video shall help you to memorise chapter names and section numbers of Income Tax Act 1961 in a very easy manner.

© Kaushal Agrawal

Download Solved question Papers Module 1 Paper 1 for CS Professional Students

2014-01-22T14:36:00.001+05:30

Download Now

Question paper June 2013

2013-11-16T10:30:00.003+05:30

Company Secretarial Practice Download Now

Conversion of Private Ltd company to Public Ltd Company

2013-11-09T11:30:00.004+05:30

Simple power point presentation for CS Professional students and executive programme students

Download now

Priority chapters of Company Secretarial Practice for June 2013 Examination

2013-05-28T18:28:00.003+05:30

Priority chapters of Company Secretarial Practice for June 2013 Examination

Rank	Name of Chapter
1	Decision making forums and meetings
2	Directors and Managers
3	Alteration in the Memorandum and Articles of Association
4	Company formation and conversion
5	Issue of securities
6	Preparation and presentation of Reports
7	Membership and Transfer / Transmission of Shares
8	Distribution of Profit
9	Auditors
10	Charges
11	Issue and redemption of Debentures
12	Company Secretary
13	Inter-Corporate Loans, Investments, Guarantees and Security
14	Best Practice
15	Insider Trading
16	E-Governance of Company Law (MCA-21)
17	Allotment of Securities
18	Filling and fling of Returns and Documents
19	Global developments in Company Law
20	Striking off Names of Companies

SEBI – ‘Offer for sale’ mechanism modified, 5 Regulations including KYC & ICDR approved for amendment

2013-01-21T14:30:00.001+05:30

PR No. 17/2013

SEBI Board Meeting

The SEBI Board met in Chennai today and took the following decisions:

1. Review of Offer for Sale (OFS) through stock exchange mechanism.

The Board noted that the OFS mechanism has been found to be useful by market participants and popular for offloading shares of promoters in listed companies in order to achieve minimum public shareholding. As the deadline of June 2013 to achieve minimum public shareholding is fast approaching and large number of promoters are expected to offload their shares through OFS route, the Board has approved the following changes in the OFS mechanism to make it more economical, efficient and transparent:

a) Margin Requirement for Institutional orders placed in OFS:

(i) Institutions may place orders/bids with 100% upfront margin and modification/cancellation of such orders/bids shall be permitted. Custodian confirmation shall be within the trading hours. However, the settlement of funds and securities shall take place on T+1 day.

(ii) Institutions may place orders without upfront margin in line with secondary market practice. However such bids/orders cannot be modified /cancelled, except upward revision in the price or quantity. Confirmation by custodian and settlement shall be as per the rules for secondary market transactions.

b) Visibility of order book:

(i) Cumulative bid quantity of 100% margined orders as well as non-margined but non-cancellable orders shall be made available to the market throughout the trading session. The order book shall display two sets of orders, cumulative orders/bids with 100% margin and cumulative orders/bids without margin.

(ii) Indicative price shall be disclosed to market throughout the trading session. The indicative price shall be calculated based on all bids/orders.

2. Amendment to SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (Takeover Regulations, 2011)

The Board took note of the concerns raised during the implementation of Takeover Regulations, 2011 and approved the following:

(a) Relevant date for making Public Announcement and determination of offer price in cases of combined modes of acquisition

Where the open offer obligations are triggered pursuant to an agreement or otherwise in combination of any modes of acquisition, the ‘relevant date’ for making the Public Announcement and determination of offer price shall be the earliest date on which obligations are triggered. This will, however, not be applicable if the subsequent trigger is on account of willful and deliberate act on the part of the acquirer.

(b) Relevant date for making Public Announcement and determination of offer price in cases of preferential allotment

The information about the impending preferential allotment comes into the public domain on the date of the Board resolution which authorizes the preferential allotment and the market price gets adjusted or may even rise which exposes the transaction to market risks. Therefore, it has been decided that the date of board resolution authorizing the preferential allotment shall be the relevant date for the purpose of triggering open offer obligations and determination of offer price, instead of the date on which special resolution is passed under Section 81(1A) of the Companies Act, 1956.

(c) Aligning disclosure requirements under Takeover Regulations with SEBI (Prohibition of Insider Trading) Regulations, 1992

In order to bring parity in disclosure requirements among various SEBI regulations, the disclosure requirement with regard to buy or sell two percent by persons holding more than five percent as specified in Takeover Regulations, 2011 shall be modified in line with SEBI (Prohibition of Insider Trading) Regulations, 1992.

(d) Clarification on reckoning the period of ninety days in case of increase of voting rights due to buyback by target company

Presently, if the voting rights of a shareholder, who is not a party to the buyback arrangement, go beyond the prescribed threshold limit on account of buyback by the target company, the open offer requirement will not be triggered if voting rights are brought below the threshold limit within ninety days from the date on which the voting rights so increase. It has now been clarified that the period of ninety days will be reckoned from the date of closure of the buyback offer.

(e) Norms for completion of market purchase of shares made during the offer period

Presently, the Takeover Regulations do not allow completion of acquisition of shares or voting rights which triggers the open offer obligations until the expiry of the offer period. But such acquisition can be completed after the expiry of 21 working days from the date of the detailed public statement, provided the acquirer deposits 100 percent of the consideration payable in cash in the escrow account. The regulations also allowed purchase of shares from stock exchange which required to be completed within two days as per settlement process, thus creating an anomalous situation.

It has, therefore, now been decided that market purchases made during the open offer period can be completed during the open offer period subject to such shares being kept in an escrow account. Further, these shares can be transferred from the escrow account to the name of the acquirer after the expiry of 21 working days from the date of the detailed public statement, provided the acquirer deposits 100 percent of the consideration payable in cash in the escrow account.

3. Amendment to the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, with respect to Infrastructure Debt Fund (IDF) :

(a) Investments of funds received on account of pre-payment of principal or regular repayments of principal to be permitted:

IDF-MFs would be allowed toinvest funds received on account of pre-payment of principal or regular repayments of principal with respect to the underlying assets of the IDF in bonds of Public Financial Institutions (PFIs) and infrastructure finance companies. This can be done only if the AMC is unable to find the core assets like debt assets or securitized debt of infrastructure companies, bank loans related to infrastructure, etc. for deployment of the amounts of principal.

(b) Extension in the tenure of the scheme:

The tenure of the scheme would be allowed to be extended upto two years beyond the original tenure with the consent of 2/3rds of its investors by value.

(c) Widening the definition of strategic investors:

The present definition of strategic investors would be widened to include the following categories of investors:

(i) Systemically important NBFCs registered with Reserve Bank of India

(ii) FIIs registered with SEBI which are long term investors, subject to their applicable investment limits

This is in addition to the present categories of investors i.e.

An Infrastructure Finance Company registered with Reserve Bank of India as Non Banking Financial Company
A Scheduled Commercial Bank
International Multilateral Financial Institution

(d) Extension of New Fund Offer (NFO) period and Specified Transaction Period (STP) and allowing of the private placement as an alternative:

(i) The NFO period would be increased to upto 45 days (from upto 15 days) and the STP would be increased to upto 45 days (from upto 30 days), only with respect to IDF schemes.

(ii) Private placement to less than 50 investors would be permitted as an alternative. In case of private placement, the mutual funds would only have to file a placement memorandum with SEBI instead of a Scheme Information Document and a Key Information Memorandum. However, all the other conditions applicable to IDFs offered through the NFO route like kind of investments, investment restrictions, etc. would be applicable to IDFs offered through private placement.

(e) Review of limits on sponsor owned assets:

An IDF scheme would be allowed to invest upto 30% of its AUM in assets not below investment grade owned by sponsor/ associates (as increased from the earlier 20%) subject to the condition that the sponsor/associate retains at least 30% of the assets sold to the IDF till the assets are held in the IDF portfolio.

(f) Limits on investments in unrated /below investment grade assets and limits of investment in instruments of a single issuer:

Investments of the IDF scheme in instruments, irrespective of rating, of a single issuer would be restricted to 30% of net assets, and overall investment of the scheme in unrated/below investment grade assets would be restricted to 30% of the net assets, extendable to 50% with the prior approval of the Boards of trustee & AMC.

4. Amendment in Securities and Exchange Board of India (Stock-Brokers and Sub-Brokers) Regulations, 1992 for the purpose of introducing debt segment on stock exchanges:

(a) With an objective to develop corporate bond markets and encourage trading on stock exchange trading platform, it is proposed to create separate debt segment on stock exchanges which shall provide for trading ,reporting ,membership, clearing and settlement rules , risk management framework and other necessary provisions. This will also facilitate Scheduled Commercial Banks to become members of recognised stock exchanges for the purpose of undertaking proprietary transactions in the corporate bond market, as approved by RBI vide circular dated November 5, 2012.

(b) In order to enable direct membership of banks and other institutional participants (as specified by their sectoral regulators) in the proposed debt segment, the Board approved amendments in SEBI (Stock-Brokers and Sub-Brokers) Regulations, 1992 to:-

(i) Include debt segment in addition to derivatives segment and currency derivatives segment in the definition of clearing members, self clearing members, trading members;

(ii) Introduce definition of “proprietary trading member” to permit specified institutions such as scheduled commercial banks, primary dealers, pension funds, provident funds, insurance companies, mutual funds and any other investors as may be specified by sectoral regulators from time to time to trade only on their own account in debt segment; and

(iii) Introduce new Chapter to provide for registration, procedures, fees, obligations and responsibilities for trading member/ proprietary trading members/self clearing member/ clearing member of debt segment.

5. Amendment to SEBI [KYC (Know Your Client) Registration Agency] Regulations, 2011

With a view to simplify operations and in order to align the SEBI [KYC (Know Your Client) Registration Agency] Regulations, 2011 (KRA Regulations) with the proposal of Central KYC Registry, Board approved to amend the Regulations. As a result, the intermediaries would retain the original KYC documents of their clients and would furnish the scanned images of the KYC documents with proper authentication to the KRAs.

This proposal will help to reduce the cost of and delay in movement of documents, saving in warehousing charges and avoiding physical print out of documents of millions of existing investors.

6. Amendment to SEBI (ICDR) Regulations, 2009 for enabling two-way fungibility of IDRs

In order to provide liquidity in the domestic markets, it has been decided to enable partial two-way fungibility of Indian Depository Receipts (IDRs). It has been, inter-alia, decided that :

SEBI (ICDR) Regulations 2009 would be amended for enabling two-way fungibility of IDRs.

SEBI will notify guidelines providing a detailed roadmap for the future IDR issuances as well as for the existing listed IDRs.

Chennai
January 18, 2013

Solved Quest Papers & Guideline Answers

2012-12-22T15:57:00.001+05:30

Dear CS Professional Students,
Best wishes for your coming exams. Here is Solved Question papers of all professional programme subjects (2009-2011) and Guideline answers.

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Santhosh Thomas Thaikkadan

Download free study materials of CS Professional programme 4th Module Paper II Governance, Business Ethics and Sustainability Part 2

2012-07-02T15:47:00.003+05:30

Part Two Download Now

Only for CS Students

Attention Students Enrolled for CS June 2018 Examination

Dear CS Students,Those who enrolled for CS examination June 2018 session, download Admit Card from www.icsi.edu well in advance without waiting for the last moment.

Extension of date for filing return in FORM GSTR-3B for the month of April, 2018

Join ICSI webcast for June 2018 Exam students on 22nd May, 2018 at 11.00 A.M

Join ICSI webcast for June 2018 Exam students on 22nd May, 2018 at 11.00 A.M. Login at https://dezd00medastx.cloudfront.net/belive/icsi/exam/index.html

The Companies (Registration Offices and Fees) Second Amendment Rules 2018 has been notified on 7th May 2018

free of cost STUDY CHARTER CAMP at CALICUT for CS Students

HOW TO PREPARE OPEN BOOK IPR PAPER (CS Professional Programme)

Drafting appearance and pleading CS Professional Programme Video Class

CS Professional Programme - Advance Tax Law Practice - Video Tutorial

Dear CS Friends, I'M Back

Corporate restructuring simple video tutorial for CS Professional Programme students

How to prepare time-table 4 professional course reading (CA, CS, CWA)

How to write Case Laws in CS Examinations

How to write Case Laws in CS Examinations

CORPORATE RESTRUCTURING – REGULATIONS AND REGULATORS

Corporate restructuring Note for CS Professional Programme

Happy New Year to all.

AMALGAMATION Company Accounts

How to memorise chapter names and section numbers of Income Tax Act 1961?

Download Solved question Papers Module 1 Paper 1 for CS Professional Students

Question paper June 2013

Company Secretarial Practice Download Now

Conversion of Private Ltd company to Public Ltd Company

Download now

Priority chapters of Company Secretarial Practice for June 2013 Examination

SEBI – ‘Offer for sale’ mechanism modified, 5 Regulations including KYC & ICDR approved for amendment

Solved Quest Papers & Guideline Answers

Dear CS Professional Students,Best wishes for your coming exams. Here is Solved Question papers of all professional programme subjects (2009-2011) and Guideline answers.

Download free study materials of CS Professional programme 4th Module Paper II Governance, Business Ethics and Sustainability Part 2

Dear CS Students,

Those who enrolled for CS examination June 2018 session, download Admit Card from www.icsi.edu well in advance without waiting for the last moment.

Dear CS Professional Students,
Best wishes for your coming exams. Here is Solved Question papers of all professional programme subjects (2009-2011) and Guideline answers.