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
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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
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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
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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
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| 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
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| WHAT'S IN THIS ISSUE |
| Audit & Assurance |
| Practice Management |
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| Audit & Assurance |
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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 |
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| Practice Management |
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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
Debt laden IVRCL taken over by lenders, HDFC invokes USL shares; Chidambaram dares govt. over ED raids
Debt laden IVRCL taken over by lenders, HDFC invokes USL shares; Chidambaram dares govt. over ED raids
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. |
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.
3, Rewa Chambers, Ground Floor, 31, New Marine Lines, Mumbai 400 020.
Tel: +91 - 22 - 2200 1787 / +91 - 22 - 2209 0423
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