Wednesday, December 2, 2015

[aaykarbhavan] Judgments and Infomration [5 Attachments]






SEBI floats discussion paper for reviewing framework of convertible securities' public issue

SEBI issues discussion paper on 'Review of framework for public issuance of Convertible Securities'; Acknowledges the representation made by Association of Investment Bankers of India and recommendation of SEBI's Primary Market Advisory Committee, and with an objective of reviving issuances of convertible securities by existing listed entities, SEBI seeks public comments on the discussion paper by December 23, 2015; Proposes that tenure of convertible securities issued to public by an existing listed entity be 5 years (max.); Suggests that 'Optionally Convertible Debentures' and 'Optionally Convertible Preference Shares' be treated as 'debt' and be required to comply with SEBI (Issue and Listing of Debt Securities) Regulations, 2008; Where an unlisted co. intends to make public issue of compulsory convertible securities, SEBI proposes that in addition to the requirement of maximum tenure, conversion price, etc., such cos. shall also comply with all requirements of SEBI ICDR Regulations, 2009; Suggests that 'convertible securities' may be used uniformly in place of convertible debt/security/instrument in SEBI ICDR Regulation for avoiding ambiguity and permitting issuance of convertible debentures / convertible preference shares: SEBI

Click here to read more.

SEBI floats discussion paper on exit offer to dissenting shareholders, seeks public comments

In order to comply with Sec. 13 ('Alteration of memorandum') and Sec. 27 ('Variation in terms of contract or objects in prospectus') of Cos. Act, SEBI floats discussion paper on exit offer to dissenting shareholders, seeks public comments by Dec. 23, 2015; States that it is presumed that investors in secondary market have taken an informed decision  for investing in co.'s equity shares; Observes that investors who invested through secondary market should also be given fair opportunity of exiting the company in case they do not agree to change in objects of the company and therefore, investors holding shares as on date on which proposal to change objects becomes 'public' should be allowed to exit; States that 'exit price' may be based on price determined in case of exit offer given to the existing shareholders under Takeover Code, 2011; Notes that exit offer is to be given by promoters / shareholders having control, recommends suitable changes in Cos. Act for companies with no identifiable promoters; Where co. has already utilized higher percentage of amount raised and intends to change objects, the promoters / persons in control should give exit opportunity only if amount utilized is less than specified percentage of total amount raised for objects of the issue, e.g. 75%, suggests suitable changes in Companies Act; Clarifies on events / instances w.r.t. the exemption from mandatory trigger of open offer requirements and also prescribes manner of providing exit opportunity to dissenting shareholders: SEBI

Click here to read more.

SEBI introduces phase-wise system-driven disclosures for Takeover Code & Insider Trading Regulations

SEBI proposes introduction of system-driven disclosures in securities market under Takeover Code and Insider Trading Regulations; Notes that entire information as required under current disclosure obligations is not available (e.g. details of instruments other than equity shares, PACs etc.), and proposes to implement the proposed in phases; States that, in the first phase, systems shall disclose the changes in shareholding of promoter/promoter group of the listed entities (changes​ relate to acquisition/disposal of equity shares by promoters/promoter group based on specified thresholds under Takeover Code and Insider Trading Regulations and pledge of equity shares by promoters/promoter group under Takeover Code); States that based on experience gained in first phase, SEBI would implement subsequent phase(s) to include information for non-promoters and instruments other than equity shares: SEBI

Click here to read more.

Penalises Polaris' Chairman & MD, ex-CFO for violating insider trading norms

SEBI issues ad-interim ex-parte order for impounding of unlawful gains of Rs. 2.04 crs from Polaris Software Lab's Chairman & Managing Director (CMD) and its former Chief Financial Officer (CFO), for violation of Insider Trading Regulations; Observes that CMD and CFO had traded Polaris shares during the possession of Unpublished Price Sensitive Information ('UPSI') - pertaining to declaration of quarterly financial results and commencement of real estate activities; Peruses Regulations, observes that CMD and CFO being 'connected person' having access to UPSI, and are 'insiders' under Insider Trading Regulations; Peruses e-mail communication between CMD, CFO and Merchant Banker relating to demerger Polaris' non-core assets, holds that such communication was internal communication and prima-facie UPSI and trading on such information by insiders amounts to violation of Regulations; Refers to the demat statements, observes that CMD and CFO made share purchase prior to Polaris' Board Meeting when in possession of UPSI, and have also failed to make requisite disclosures to the co. for such acquisition under Regulations: SEBI:SEBI


December 1, 2015
Latest Viewpoint
When Change Isn't an Option but a Mandate: What Big Data Is Doing to Accounting
by Brian Sommer, TechVentive Founder and Technology Industry Expert
Change often creeps up on us slowly, and then it's all over us. That's happening in accounting circles today particularly as it pertains to big data. And, the changes it's triggering will cause fundamental reassessments of what practitioners do and what accounting educators teach.
Big data has burrowed its way into virtually every aspect of accounting. Businesses are using it to do a better job of developing budgets, plans, and forecasts. It's particularly effective in finding potential fraud. It also helps business operations reduce a number of costs and identify revenue generation opportunities. 
WHAT'S IN THIS ISSUE
Audit & Assurance
Practice Management
Audit & Assurance
1.
Discussion | Creating an Optimized Environment for Audit Quality
Firms of all sizes must create an environment with the features that facilitate audit quality. 
2.
Resources | View All
Concerned about Your Audit Quality-Control System?
Article | Journal of Accountancy
Clarified Auditing Standards: Audit Evidence–Specific Considerations for Selected Items–Part 2
Article | Accounting Web
IAASB Issues Alert on Audit of Letterbox Companies
Article | CPA Canada
Guide to Review Engagements
Guidance | IFAC
3.
News | View All
The High Cost of Inadequate Audit Fieldwork Workspace
November 30, 2015 | Accounting Web
Assessing Audit Rotation's Impact on Quality and Cost
November 26, 2015 | Economia
Audit Committee Chairs Believe Audit Is Improving
November 23, 2015 | Financial Reporting Council
Revolutionising Reporting
November 22, 2015 | Chartered Accountants Australia and New Zealand
Auditor Cleared in HBoS Report
November 20, 2015 | Economia
Enhancing Confidence in Audit
November 20, 2015 | Economia
PwC Transforms Audit Practice with Data Analytics
November 20, 2015 | Accounting Today
Engagement Partner Rule Expected in December: PCAOB Chair
November 19, 2015 | MACPA
Positive Investor Response to Auditor Reporting Proposals
November 19, 2015 | CPA Canada
Changes Proposed to Peer Review Standards
November 18, 2015 | Journal of Accountancy
Learning from the World's Biggest Fraud
November 18, 2015 | Chartered Accountants Australia and New Zealand
Big Four Audit Quality Can Differ Widely—Even at the Same Firm
November 17, 2015 | MarketWatch
Speech by Sir Winfried Bischoff, Chairman, FRC at the Audit Quality Forum Event: Whose Culture Is It Anyway?
November 12, 2015 | Financial Reporting Council
Practice Management
1.
Discussion | Attracting and Retaining New Talent: The Case for SMPs
IFAC SMP Committee Member Mats Olsson discusses talent recruitment strategies for SMPs in today's competitive marketplace.
2.
Resources | View All
Case Studies: Client Accounting Services
Case Study | Accounting Today
Essential Questions New Partners Need to Ask Themselves
Article | Journal of Accountancy
3.
News | View All
Small Business in the Spotlight...Crunch Accounting
November 28, 2015 | The Guardian
Shaping Our Future: Driving a Relevant Profession
November 25, 2015 | AICPA Insights
US Accounting Firms Plan to Hire More IT Staff
November 25, 2015 | CPA Practice Advisor
Reaching the Other Audience in the Battle for Accounting Firm Talent
November 24, 2015 | Accounting Today
The Biggest Concerns of Small Accounting Firms
November 24, 2015 | Forbes
Owners of These Businesses Could Be Worthy Clients
November 24, 2015 | Accounting Web
Leading by Example
November 24, 2015 | A+ Magazine
Disruption Here to Stay, Warns IPA
November 23, 2015 | Public Accountant
Cloud Computing: Weighing Up the Pros and Cons
November 23, 2015 | Institute of Chartered Accountants in England and Wales
10 Biggest Myths about Losing Clients
November 19, 2015 | Accounting Web
Global Accounting Trends
November 19, 2015 | Economia
SMP/PAIB CAPA Seoul 2015 Presentations
November 19, 2015 | IFAC
The Diversity Challenge in Today's Accounting Practices
November 18, 2015 | In the Black
Ohio Accounting Firms Get Creative to Attract New Professionals
November 17, 2015 | CPA Practice Advisor
Deloitte and EY Business Services Are Best Employers
November 17, 2015 | Economia
Pinterest: Pinning for Profit
November 1, 2015 | Journal of Accountancy

Dear friends,

Versions of Forms DIR-3, DIR-6, FC-4, MGT-14, INC-7, INC-22, SH-7, INC-29, DIR-12, CHG-1 and Form 23ACA are modified w.e.f 02 Dec 2015.

So, Plan accordingly.

 
Thanks & Regards
 
Nandlal Bafna
N. Bafna & Co.
Company Secretaries
C-47, Niranjan, Gandhi Chowk
M. G. Road, Dombivli(W)-421 202
Mobile- 982134567

Govt. notifies new DTAA with Thailand; old DTAA would cease to have effect from 1-4-2016


Dismisses challenge to decade-old allotment/transfer, upholds Board's discretionary share-transfer powers under Articles

CLB dismisses Section 397/398 petition filed by former Managing Director ('petitioner') of respondent co., observes that petitioner has not come to the court with clear intentions and has not made any case of oppression and mismanagement, terms petition as 'futile exercise'; Observes that petitioner has challenged the share allotment made in 1996 to the two co. directors, and has also challenged the acts of 1992, 1995 and 1996, holds that petition suffers from delay and latches; Rejects petitioner's contention that share transfer is against provisions in Articles of Association, peruses the minutes of board meeting held in October, 1992 approving the share transfer, observes parties have complied with provisions of Section 108 of Cos. Act, 1956, holds that board of directors is vested with discretionary powers to sanction share transfer in terms of Articles; Peruses the minutes of Board meeting (wherein petitioner was appointed as MD and 165 shares were allotted to him), states "if petitioner's contention is taken into consideration, that allotment of shares to other persons are illegal and void, the same principle will apply to the  petitioner and allotment to him would be treated as illegal/void"; Refers to the board meeting minutes, observes that petitioner was removed as MD in 1984 for fund misappropriation, CLB states "petitioner has invested only Rs. 16,500 and when co. was facing financial crises, petitioner has not even bothered to take any initiative for supporting co.", observes that petitioner's interest has taken over co.'s property and not co. welfare and petitioner has no locus standi to do real estate business with co.'s property:Chennai CLB

The order was passed by Shri Kanthi Narahari.
Advocates K. Ramasamy, G.V. Mohan Kumar argued on behalf of Petitioners while Advocates Pais Lobo Alvares, R. Venkataraman represented the Respondents.

Subsequent entry/ exit of partners irrelevant for fee-continuity benefit on corporatisation

SC dismisses SEBI's appeal, upholds SAT's order granting fee continuity benefit to a stock broker ('respondent'), which corporatized from a 7 partner firm to 3 whole time director ('WTD') ​co.; Rejects SEBI's contention that since only 3 out of 7 partners continued as WTD, fee continuity benefit could not be granted; Observes that only 2 conditions had to be fulfilled for grant of fee continuity benefit - (i) the corporate entity must earlier have been sole proprietorship / partnership, (ii) an erstwhile partner should own at least 40 % of paid-up equity share capital and should be WTD of the co. for a minimum period of 3 years, or erstwhile partners who together hold at least 40 % equity must remain WTD for a minimum of 3 years; Observes that such requirements were met in instant case and holds that "subsequent entry/ exit of partners to/ from original partnership firm would be of no relevance on entitlement of newly formed corporate entity to take advantage of not only fee continuity benefit but also fillip to growth of corporate sector and the national economy."; Further rejects SEBI's reliance on Circular dated Sept 12, 2002 (which stated that in order to get the fee continuity benefit all partners should be whole-time directors in corporate entity so formed), terms it as non-clarificatory, thus, not applicable retrospectively; Also rejects SEBI's reliance on General Clauses Act to interpret Stock Broker Regulations, states that since such Regulations were issued by SEBI, they could not be termed as 'Central Acts' for which General Clauses Act was applicable :SC

The ruling was delivered by Justice Vikramajit Sen and Justice Shiva Kirti Singh. 


THE CHAMBER OF TAX CONSULTANTS
 
WORKSHOP ON DIRECT TAXES
(JOINTLY WITH  THE  MALAD CHAMBER OF TAX CONSULTANTS)
 
                             
Direct Tax provisions keep on getting changed over the period of time due to various amendments and also various judicial pronouncements from time to time. Knowledge has to be regularly updated, and specially, in the area of taxation where a small lapse can cause serious consequences.
 
With a view to update the knowledge in various areas of Direct Taxes, the Direct Tax Committee (jointly with the Malad Chamber of Tax Consultants) has organised a workshop on Direct Taxes. The workshop will be spread over 3 weekends and will have 12 technical sessions. The areas where many controversies have been faced in the recent past will be covered. Eminent faculties will be addressing the workshop.
 
The relevant details of the Workshop are as under :
 
Day & Date  :           Saturdays, 5-12-2015, 12-12-2015 and 19-12-2015
Sundays,   6-12-2015, 13-12-2015 and 20-12-2015
 
Time              :           Saturdays, 5 pm to 8 pm  /  Sundays, 10 am to 1 pm.
 
Venue            :           Conference Hall, N. L. College, S. V. Road, Malad (West), Mumbai-400 064
 
SrNo.
                               Topic   
       Speaker
1
Issues under the head Profits & Gains from Business or Profession including  impact under  Section 14A
CA Ashok Mehta
2
Presumptive Taxation  44AD & 44AE
CA Paresh Vakharia
3
Capital Gains Related to  Real Estate Transactions/Impact  u/s  50C  including exemptions  u/s  54, 54F, 54EC
Mr. Rahul Hakani, Advocate
4
Issues under TDS / TCS including TDS  on Real Estate Transactions
CA Atul Suraiya
5
Issues under Section  195
CA  Naresh Ajwani
6
Reassessment
CA Mahendra Sanghvi
7
Issues under Section  56 to 58,Issues relating to  68 to 69B and Deemed Income u/s 2(22)e
CA Reepal Tarshlawala
8
Issues relating to  Builders Income including Income on unsold stock
CA Jagdish Panjabi
9
Capital Gain vs. Business Income relating to Shares & Securities etc
Mr. Mandar Vaidya Advocate
10
Appeals Proceedings before CIT Appeals
Mr. Ajay Singh, Advocate
11
Tax Planning for through HUF & Family Settlement
Mr. Vipul Joshi, Advocate
12
Recent Important decision on Direct Taxes
CA Rajesh Kothari
 
 
Fees:
For Members – Rs. 2,250/-  + Service Tax = Rs. 2,565/-
For Non-members – Rs. 3250/-  + Service Tax = Rs. 3,705/-
(Includes Refreshments, Tea/Coffee and Course Material)
 
Interested Members may download the 'Form" from The Chamber's website    www.ctconline.org or may collect it from The Chamber's office.
Visit www.ctconline.org to avail the facility of ONLINE PAYMENT
 
ENROLMENT FORM                                              PAY ONLINE
Organised by
DIRECT TAXES COMMITTEE
Chairman : Ketan Vajani,  Vice Chairman : Mandar Vaidya
Convenors : Dinesh Poddar, Rahul Sarda,  Advisor : K. Gopal
 
The Chamber of Tax Consultants
3, Rewa Chambers, Ground Floor,
31, New Marine Lines, Mumbai 400 020.
Tel: +91 - 22 - 2200 1787 / +91 - 22 - 2209 0423
Fax: +91 - 22 - 2200 2455
Email:
office@ctconline.org
Website: 
www.ctconline.org




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7 comments:


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    ReplyDelete
  2. We specialize in Bank Guarantee lease and sales, there are two types of bank guarantee which are Direct Bank Guarantee and Indirect Bank Guarantee. Its used as Bid Bond, Payment Guarantees, Letter of Indemnity, Guarantee Securing Credit Line, Advance Payment Guarantees, Performance Bond Guarantee E.T.C. Intermediaries/Consultants/Brokers are welcome to bring their clients and are 100% protected. In complete confidence, we will work together for the benefits of all parties involved. fdkadvisory@gmail.com, Our terms and procedures are so flexible and workable by RWA clients. Our lease rate is (5.0 + 1)%+x%. X% IS Lessee broker's Commission and he determines his commission.
    Fazliq


    ReplyDelete
  3. Dear Sir,

    We are direct providers of Fresh Cut BG, SBLC and MTN which are specifically for lease/sales, our bank instrument can be engage in PPP Trading, Discounting, signature project(s) such as Aviation, Agriculture, Petroleum, Telecommunication, construction of Dams, Bridges, Real Estate and all kind of projects. We do not have any broker chain in our offer or get involved in chauffeur driven offers.

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    Description OF INSTRUMENTS:

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    4. Age: One Year, One Month
    5. Leasing Price: 6% of Face Value plus 2% commission fees to brokers.
    6. Delivery: Bank to Bank swift.
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    8. Hard Copy: Bonded Courier within 7 banking days.

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    Regards,
    Robert Francis,
    Skype: robfrancis7
    Phone: +447031956543
    Phone: +447546769978
    Email: robertfrancis767@gmail.com

    ReplyDelete
  4. INSPIRED CAPITAL PLC - We are a direct mandates to providers of Bank Guarantee, SBLC, MT109, MT799, MT760, Loans, Sale and Lease of Instruments, discounting and project funding. In addition, we have an excellent professional relationship with many banks, stock brokers, financial institutions and consultants all over the globe.

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    Skype: inspiredcapitalplc

    REGARDS
    Wayne Bertrand
    INSPIRED CAPITAL PLC
    BROKERS ARE WELCOME AND 100% PROTECTED

    ReplyDelete
  5. We are Providers of all types of BG and SBLC with the best workable procedures. Our BG/SBLC ranges from MT799, MT760,(Both two way confirmation), MT103/23, MT103 (Both can be one way confirmation and two way confirmation) in USD and EUROS.

    Issuing Bank ranges from Top world 25 banks with face value ranging from 1M EUROS/USD to 5B EUROS/USD

    BROKERS ARE WELCOME & 100% PROTECTED!!!
    Intermediaries/Consultants/Brokers are welcome to bring their clients and cases to our attention and in complete confidence

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    For further details contact us with the below information Thank you.

    Contact Person: Mr. Carson Noah
    Email: centuryfinanceplc@gmail.com
    Skype ID: centuryfinanceplc

    ReplyDelete

  6. We Facilitate Bank instruments SBLC for Lease and Purchase. Whether you are a new startup, medium or large establishment that needs a financial solution to fund/get your project off the ground or business looking for extra capital to expand your operation,our company renders credible and trusted bank guarantee provider who are willing to fund and give financing solutions that suits your specific business needs.

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    DESCRIPTION OF INSTRUMENTS

    1. Instrument: Funds backed Bank Guarantee(BG) ICC-600

    2. Currency : USD/EURO

    3. Age of Issue: Fresh Cut

    4. Term: One year and One day

    5. Contract Amount: United State Dollars/Euros (Buyers Face Value)

    6. Price : Buy:32%+1, Lease: 4%+2

    7. Subsequent tranches: To be mutually agreed between both parties

    8. Issuing Bank: Top RATED world banks like HSBC, Barclays, ING Dutch Bank, Llyods e.t.c

    9. Delivery Term: Pre advise MT199 or MT799 first. Followed By SWIFT MT760

    10. Payment Term: MT799 & Settlement via MT103

    11. Hard Copy: By Bank Bonded Courier


    Interested Agents,Brokers, Investors and Individual proposing international project funding should contact us for directives.We will be glad to share our working procedures with you upon request.



    Name: Muhammed Emir Harun

    Contact Mail :info.financewizardltd@gmail.com

    Skype: info.financewizardltd@gmail.com

    ReplyDelete
  7. We are Providers of all types of BG and SBLC with the best workable procedures. Our BG/SBLC ranges from MT799, MT760,(Both two way confirmation), MT103/23, MT103 (Both can be one way confirmation and two way confirmation) in USD and EUROS. Issuing Bank ranges from Top world 25 banks with face value ranging from 1M EUROS/USD to 10B EUROS/USD

    BROKERS ARE WELCOME & 100% PROTECTED!!!
    Intermediaries/Consultants/Brokers are welcome to bring their clients and cases to our attention and in complete confidence we will work together for the benefits of all parties involved.

    Our BG/SBLC Financing can help you get your project funded, loan financing, please let me know if you are interested in any of our services, by providing you with yearly renewable leased bank instruments. We work directly with issuing bank lease providers, this Instrument can be monetized on your behalf for 100% funding.

    We are ready to close leasing with any interested client in a few banking days, if interested do not hesitate to contact me directly. [via Contact Form Below]

    Regards

    Dimitrij Conradi
    Email: dimi.conradi1970@gmail.com
    conradi.dimitrij@bk.ru
    Skype: conradi.dimitrij@bk.ru
    WhatsApp: +90 552 674 4696

    ReplyDelete