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CSOC Newsletter Vol. 4. 30th August, 2009. For Private Circulation Only

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> Scrutiny of company books to be outsourced to Company Secretaries To ensure higher accountability and transparency in auditing company books, the government now plans to outsource audit work to professionals such as chartered accountants and company secretaries. At present, it is undertaken by the Registrar of Companies’ offices across various cities. Partly necessitated by manpower shortage at the RoCs, the Ministry of Corporate Affairs has now cleared a pilot project. The outsourcing, to commence this fiscal, will be undertaken by a panel of chartered accountants, company secretaries and cost and work accountants. The project would be reviewed and if found successful, institutionalised from next fiscal, a ministry official said. There are around 230 Indian Company Law Officers including RoCs working across the country. But they are able to scrutinise the books of only a few thousand companies and unless they get specific complaints, most companies’ books go without any inspection. There are approximately nine lakh companies registered with the RoCs, of which 9,000 are listed. The RoCs across the country will constitute panels in consultation with the local chapter of the professional institutes such as ICAI, ICSI and ICWAI, the official said. “Managing so many companies is becoming difficult, because of which RoCs are not able to check the accounts of the companies. Inspection is crucial in the backdrop of happenings at companies such as Satyam,” the official said. The professionals hired will also help the MCA in examining and analysing the replies submitted by companies in response to letters or notices issued regarding irregularities or violations detected. However, functions like issuing notices, investigations and filing prosecution will remain with the RoC, the official said. The professionals hired for the job will be paid Rs 2,500 per balance sheet with a paid up capital between Rs 5-50 crore; Rs 5,000 for companies with the a paid up capital of Rs 50-250 crore; Rs 7,500 per balance sheet for companies with a paid up capital of Rs 250-500 crore; and Rs 10,000 per balance sheet for companies having a paid up capital over Rs 500 crore. Apart from this, professionals will have to take an oath of confidentiality, breach of which will make them liable for penal action under IPC, CrPC and other relevant provisions. This practice of outsourcing will be overseen by the Regional Directors of MCA and the ministry will review it on a quarterly basis. Source indianexpress 24th August, 2009



Demerger or Hiving- Off: The Way Forward For Business in India

Introduction: There is a common misconception amongst the corporate world that demerger and hiving-off are similar as far as the Indian corporate scenario is concerned, and hence, undertaking corporate restructuring using any one of the two modes for investment purposes, for raising capital or for increasing profits through cost-reduction, does not make any difference. There are various provisions of Indian company law, Indian tax law and judicial decisions to conclude that these two concepts are significantly different on various points such as how the consideration is to be paid and proportioned, how the assets would be valued, how the depreciation will be carried forward to the investing partner and what would be the cost of assets in the hands of the investor, depending on whether the transaction is a demerger, or hiving-off. Demerger The expression ‘Demerger’ is not expressly defined in the Companies Act, 1956. However, it is covered under the expression arrangement, as defined in clause (b) of Section 390 of Companies Act. Division of a company takes place when 1. Part of its undertaking is transferred to a newly formed company or an existing company and the remainder of the first company’s division/undertaking continues to be vested in it; and 2. Shares are allotted to certain of the first company’s shareholders. A demerger is a form of restructure in which owners of interests in the head entity (for example, shareholders or unit-holders) gain direct ownership in an entity that they formerly owned indirectly (the ‘demerged entity’). Underlying ownership of the companies and/or trusts that formed part of the group does not change. The company or trust that ceases to own the entity is known as the ‘demerging entity’. The entity that emerge have its own board of directors and, if listed on a stock exchange, have separate listings. The purpose of demerger is to revive a company's flagging commercial fortunes, or simply to lift its share price. Mode Of Demerger: Under the scheme of arrangement with approval of the court U/s 391 of the Companies Act. Procedure For Demerger: 1. Demerger forms part of the scheme of arrangement or compromise within the ambit of Section 390, 391, 392, 393, 394 besides Sec 394A 2. Demerger is most likely to attract the other provisions of the companies Act, envisaging reduction of Share capital comprising Sec. 100 to 105 3

3. The company is required to pass a special resolution which is subject to the confirmation by the court by making an application. 4. The notice to the shareholders convening the meeting for the approval will usually consist of the following detail: (a) Full Details of the scheme (b) Effect of the scheme on shareholders, creditors employee (c) Details of the valuation Report 5. An application has to be made for approval of the High Court for the scheme of arrangement 6. It is necessary that the Articles of Association should have the provision of reduction of it’s Share Capital in any way, and its MOA should provide for demerger, Division or split of the Company in any way. Demerger thus, resulting into reduction of Companies share capital would also require the Co. to amend its MOA. Tax Aspect: Definition of demerger U/s Section 2(19AA) of the Income Tax Act: The definition of 'demerger' as given under Section 2(19AA) of the Income Tax Act is unduly restrictive, and subject to various conditions. Some of the conditions mentioned are: 1. The first condition is that all the property of the undertaking should become the property of the resulting company. 2. Conditions of Sec 391 to Sec.394 should be satisfied. 3. Similarly, all the liabilities relating to the undertaking immediately before the demerger should become the liabilities of the resulting company. 4. Explanation 2 provides that not only identified liabilities should be transferred to the resulting company, but also general borrowings in the ratio of the value of the assets transferred to the total value of the assets of the demerged company. 5. Assets and liabilities have to be transferred at book value. Hiving Off The Business/Sale Of Undertaking The term ‘Undertaking’ as interpreted in the present context means a unit, a project or a business as a going concern. It does not include individual assets and liabilities or any combination thereof not constituting a business activity. Under a sale as a going concern, the rights, liabilities and obligations of all the affected parties (eg. debtors, creditors, employees etc.) are protected. It provides for the continuation of the running of the undertaking without any interruption. Precautions to be taken by buyer: in a going concern principle the buyer inherits both benefits and liabilities from the ongoing contracts that may arise at a later date even with respect to past transactions. There should be clear provisions in the sale agreements fixing the responsibilities of the parties in this behalf 4

Legal Aspects Of Hiving Off: Memorandum of Association: Transferor Company: The MOA of the company shall contain a provision empowering the company “to sell or dispose off the whole or any part of the undertaking, or of any of the undertaking of the company�. If there is no provision in that regard, then the MOA can be amended under section 17 of the Companies Act by passing a special resolution. Transferee Company: The objects clause of the transferee company shall also contain such a provision for carrying on the business that it seeks to acquire. However it is not necessary that the objects of the two companies should be in unison. Consent of the Creditors: The company needs to take consent of high value creditors in writing, if the assets on which the loans were raised are transferred (as a part of the industrial undertaking). Only then the loans can be transferred or the assets can be released from the charge. Mode of payment of consideration: The consideration for the transfer of the business/undertaking can take any one of the following forms: * Shares, * Shares and Bonds, * Cash. Tax Implications Capital Gains in the hands of transferor: The provisions of Section 50B of the Income Tax Act, 1961 provide for the computation of Capital Gains in case of slump sale. If the undertaking or division has been held by the transferee for more than 36 months: Any profits or gains arising from the slump sale effected in the previous year shall be chargeable as long term capital gains and shall be deemed to be the income of the previous year in which the transfer took place. If the undertaking has been owned and held by the transferor for not more than a period of 36 months, the capital gain arising out of such a slump sale shall be treated as short term capital gains. Accumulated loss/Depreciation: In case of slump sale the unabsorbed depreciation or losses can be carried forward only in the hands of the transferor and unlike in the hands of the transferee in case of demerger.

Depreciation post slump sale: The purchaser can claim depreciation on the basis of fair apportionment of total consideration as described earlier. 5

Demerger Vs. Hiving - Off I. Consideration: In case of Hiving- off, the payment of a lump sum sale consideration is required in respect of transfer of an undertaking by slump sale in demerger the resulting Co. issues, in consideration of the demerger, it shares to the shareholder of the demerged Co. on a proportionate basis. II. Valuation Of Asset: In Hiving- off values are not assigned to individual assets and liabilities of the undertaking, whereas in case of demerger, the assets and liabilities of the demerged Co. are transferred at the value appearing at the books of accounts immediately before the demerger to the resulting Co. III. Carry Forward Of Depreciation: In Hiving- off unabsorbed depreciation/loss can be carried forward only by a transferor Co, whereas in the case of demerger, the resulting Co. avails the benefit of such depreciation/loss. IV. Cost of Assets in Hands of the Transferee: In a slump sale, to determine the actual cost of assets transferred, the lump sum consideration received is apportioned in fair and reasonable manner among the assets, whereas in the case of demerger the assets are valued at the book value as appearing in the books of transferor.

Source: legalservicesindia / Posted by H Subramoniam

> New Tax Code & Charitable Trusts Trusts and institutions carrying out charitable activities will face more stringent taxation regime when the new direct taxes code comes into play from April 1, 2011. The proposed tax regime may discourage people from undertaking altruistic activities under a charitable trust platform, say tax experts. The new Code will particularly hit non-governmental organisations (NGOs). All NGOs and charitable trusts registered with the Tax Department may be required to fork out 15 per cent tax on their surplus, computed on cash basis. Currently, registered NGOs are under the income-tax net, but not liable to pay tax. “When the new Code comes into force, all the NGOs are likely to be brought under the tax net and may also be subjected to tax,� Mr Vikas Vasal, Executive Director, KPMG, told Business Line. He also said that any tax planning done through the trust route may require a re-look 6

under the proposed new regime. Charitable public trusts and foundations have been a popular vehicle among corporate houses for several decades as they also brought in huge tax benefits. Such trusts and institutions may not go out of fashion because of the new Code, but will certainly lose their charm, say tax experts. “Going by the proposals envisaged in the new Direct Taxes Code, the trust and charitable institution taxation mechanism would require careful consideration,� said Mr Aseem Chawla, Partner, Amarchand & Mangaldas. Currently, there are over 70,000 trusts and charitable institutions registered with the Income-Tax Department and get tax exemption on their activities. The new code proposes a new tax regime for trusts carrying on charitable activities as it was felt that the existing taxation regime had many shortcomings. It will apply to all non-profit organisations irrespective of the nature of their activities. The discussion paper to the new code highlighted that the existing exemption regime was complex, overlapping and dissimilar as it varied across institutions based on their activities. Also, the existing provisions did not meet the test of efficiency besides the test of equity. There was also a vexed issue of whether the institution should be allowed to accumulate income not applied or utilised for charitable purposes and how the accumulation should be treated. There was also the unending dispute whether a business was incidental to attainment of the objectives of the institution or not, since the income incidental business is exempt from tax. Source Business Line /

> Salient features of the Direct Tax Code (DTC) Briefly, the salient features of the code are as under: (a) Single Code for direct taxes: All the direct taxes have been brought under a single code and compliance procedures unified. This will eventually pave the way for a single unified taxpayer reporting system. (b) Use of simple language: With the expansion of the economy, the number of taxpayers can be expected to increase significantly. The bulk of these taxpayers will be small paying moderate amounts of tax. Therefore, it is necessary to keep the cost of compliance low by facilitating voluntary compliance by them. This is sought to be achieved, inter alia, by using simple language in drafting so as to convey, with clarity, the intent, scope and amplitude of the provision of law. Each sub-section is a short sentence intended to convey only one point. All directions and 7

mandates, to the extent possible, have been conveyed in active voice. Similarly, the provisos and explanations have been eliminated since they are incomprehensible to non-experts. The various conditions embedded in a provision have also been nested. More importantly, keeping in view the fact that a tax law is essentially a commercial law, extensive use of formulae and tables has been made. (c) Reducing the scope for litigation: Wherever possible, an attempt has been made to avoid ambiguity in the provisions that invariably give rise to rival interpretations. The objective is that the tax administrator and the tax payer are ad idem on the provisions of the law and the assessment results in a finality to the tax liability of the tax payer. To further this objective, power has also been delegated to the Central Government/Board to avoid protracted litigation on procedural issues. (d) Flexibility: The structure of the statute has been developed in a manner which is capable of accommodating the changes in the structure of a growing economy without resorting to frequent amendments. Therefore, to the extent possible, the essential and general principles have been reflected in the statute and the matters of detail are contained in the rules/Schedules. (e) To ensure that the law can be reflected in a Form: For most taxpayers, particularly the small and marginal category, the tax law is what is reflected in the Form. Therefore, the A-10 structure of the tax law has been designed so that it is capable of being logically reproduced in a Form. (f) Consolidation of provisions: In order to enable a better understanding of tax legislation, provisions relating to definitions, incentives, procedure and rates of taxes have been consolidated. Further, the various provisions have also been rearranged to make it consistent with the general scheme of the Act. (g) Elimination of regulatory functions: Traditionally, the taxing statute has also been used as a regulatory tool. However, with regulatory authorities being established in various sectors of the economy, the regulatory function of the taxing statute has been withdrawn. This has significantly contributed to the simplification exercise. (h) Providing stability: At present, the rates of taxes are stipulated in the Finance Act of the relevant year. Therefore, there is a certain degree of uncertainty and instability in the prevailing rates of taxes. Under the code, all rates of taxes are proposed to be prescribed in the First to the Fourth Schedule to the code itself thereby obviating the need for an annual Finance Bill. The changes in the rates, if any, will be done through appropriate amendments to the Schedule brought before Parliament in the form of an Amendment Bill. Source


> About de-listing guidelines History of Delisting Guidelines In the earlier days, the public issues of shares and their pricing was looked after by the Controller of Capital Issues (CCI). Eversince the abolition of CCI in the year 1992, the same is being looked after by Securities and Exchange Board of India (SEBI). The purpose of establishing SEBI and the SEBI Act, 1992 was to protect the interests of the investors in securities and to promote the development of, and to regulate, the securities market and for matters connected therewith or incidental thereto. Eversince then, it has been the continuous endeavour of SEBI for prescribe procedures, formulate strategies and formulate laws. In one of such attempts, SEBI in the year 2002 constituted a committee on delisting of shares to inter-alia examine and review the conditions for delisting of securities of companies listed on recognized stock exchanges and suggest norms and procedures in connection therewith. The Report of the Committee was considered and accepted by SEBI Board. Pursuant to the same, SEBI vide Circular SMD/Policy/CIR – 7/ 2003 dated February 17, 2003 issued the SEBI (Delisting of Securities) Guidelines, 2003 (Guidelines). The salient features of the said Guidelines were: Public Shareholders to be given an exit option if the company or its promoters propose to delist its securities from all the stock exchanges on which they were listed. However, no exit opportunity was required to be given in case the company continues to remain listed at stock exchanges having Nationwide trading terminals. The exit option to remain open for a period of 6 months after the closure of the offer. The said Guidelines, although, to a great extent covered the issues involved in Delisting of Securities. However, there were certain areas over which hue and cry was made from various quarters. Various representations and views, from intermediaries, stock exchanges, shareholders’ associations, chambers of commerce etc were given to the Regulators on the operational issues and procedural complications in the guidelines. Based on such representations, it was proposed to look into and suggest changes in the guidelines. In the month of April 2004, the initial changes proposing more systemic clarity were put up for public comments. Comments were received from various quarters and opinions were received on crucial provisions. On the basis of the same, SEBI, in December 2006, circulated the Concept Paper on the proposed SEBI (Delisting of Securities) Regulations, 2006, asking for public comments on the proposed Regulations. SEBI received various comments, opinions and suggestions on the subject. And finally, by its publication dated 10th June 2009 in the Official Gazette, SEBI notified the much awaited SECURITIES AND EXCHANGE BOARD OF INDIA (DELISTING OF EQUITY SHARES) REGULATIONS, 2009. Source:


> Managing Investment Risks When a company goes from a privately owned company to a publicly owned company, its stock is sold to the investing public for the first time. This is an Initial Public Offering referred to as an IPO. An IPO is either a hot issue or it is not. A hot IPO has generated considerable market interest - “demand.” When the demand for the stock is higher than supply, the price will increase to a price-level where demand and supply are in equilibrium. A hot IPO can increase significantly above the IPO price. Underwriters and their brokers are well aware of the demand of a hot issue and the lucrative potential it offers prior to the offering. Hot issues are usually allocated to the best brokers who in turn offer the securities to their best clients. Hot issues are extremely difficult to obtain. If an IPO is not a hot issue and the supply is greater than the demand, a significant amount of shares are available to all brokers who in turn will try to sell them to anyone who is willing to purchase them. Studies have shown that on average, IPOs may temporarily trade above the IPO price but within a short period of time fall below the IPO price. It is common practice for underwriters and their brokers to artificially support the price of an IPO. At any given price point, underwriters may buy the stock in the open market creating artificial demand temporarily supporting the price of the security. Brokers can help to support the price by discouraging investors from immediately selling (referred to as flipping) the IPO. Why would a broker do this? In some cases, a broker may lose any commissions generated from the sale of an IPO if the client flips the stock in a short period of time. Creating artificial demand is done in the best interest of the large investment banking clients not the small retail client. Emotions Fear and greed should never dictate any investment decision. Many investors are too greedy to sell at market tops and sell at market bottoms for fear of losing more. Investment decisions should be based on fundamentals such as (1) current and future economic conditions, (2) how a specific sector will perform in those conditions, and (3) the fundamentals of a company within that sector. If buy/sell decisions are based on hunches versus fundamentals, this is more of a gamble than a calculated risk. If your investment decisions are based on fundamentals, how good is your information and ability? A professional should have the resources and depth of knowledge to adequately evaluate a company’s annual report, 10-Q, and 8-K to assess its fundamental value? When you purchase an investment you expect to appreciate above the current market price, you’re actually going against the market. You believe the market has improperly valued the investment. If the majority of the market believed the security was worth more, it would be trading at a higher price. What advantage or superior knowledge do you possess that gives you an advantage over the rest of the market? In the long run, investors who gamble assuming greater risk are less likely overall to do as well as professionals. Mutual funds offer two benefits - (1) Risk can be reduced through diversification and (2) Assets are professionally managed. The risk-return trade off is a single stock 10

position can appreciates substantially or become worthless. A diversified portfolio can minimize both extremes. How credible are analysts’ recommendations? Are your current investments housed with large broker/dealers that simultaneously engage in the business of retail and underwriting? There may be a conflict of interest. Many investors rely on research reports generated from these analysts to make their buy and sell decisions. In the late ‘90s, analysts from major brokerage firms were recommending dot-com companies with astronomical price targets. When the market peaked in March 2000, it wasn’t until these high-flying stocks were nearly worthless before the analyst changed their recommendations to sell. Apparently, analysts whose firms engage in underwriting tend to be overly optimistic and will avoid placing a sell recommendation in order not to jeopardize future underwriting business for the benefit of their firm. Unfortunately, this comes at the expense of the investor. Garbage In Means Garbage Out For the analysts who are credible, how good are their recommendations? Enron, Worldcom, fraud, accounting irregularities, creative accounting practices, etc. If the bases of their recommendations emanate from a company’s financial reports and the reports are exaggerated, misleading, or outright fraudulent, how good can the recommendations from even the best and most ethical analysts possibly be? Although reporting requirements for companies should improve as tougher accounting standards are passed, as long as figures can be manipulated, expect the practice to be exploited. Buying an Unmanaged Index Fund Buying index funds with a buy and hold strategy became popular in the ‘90s because of the unprecedented gains and duration of those gains in the market. It created a false sense of security that worked well for the time. Index funds work well in an up market, but what about a down market? Because index funds are unmanaged, investments will not be sold to prevent losses. The table below outlines the losses of three major indexes in a recent down market. If asset turnover (the buying and selling of securities that generates capital gains) is a concern, and it should be for taxable accounts, look at exchange-traded funds (ETFs). ETFs have even lower operating expenses than index funds with comparable turnover. Whether purchasing ETFs or index funds, ensure it is part of your total portfolio’s asset allocation and not a single investment Avoiding Unnecessary Taxes Don’t pay taxes you are not required to pay. Utilize tax-advantage accounts (IRAs – Traditional, Roths, SEPs, SIMPLE, Education, or qualified plans) before investing in taxable accounts. Yes, you can have both a qualified retirement plan through your employer and an IRA (Roth/Traditional). You may now be entitled to receive a nonrefundable tax credit in addition to a tax deduction on your contributions. Many investors ignore the tax-free growth and tax-free distributions unique to a Roth IRA while maximizing their contributions in their employer’s tax-deferred accounts. Because of compounding and the absence of taxation, investor’s wealth grows exponentially exposing them and their beneficiaries to a potentially enormous tax 11

obligation in the future. Withdraws from a Roth IRA are not taxable as income to you or your beneficiaries unlike tax-deferred accounts. Perform cash flow analysis to estimate (don’t guess) your future tax bracket to assess whether a tax-benefit is more advantageous now or in the future. If you contribute to a Traditional IRA, you may be able to deduct all or part of your contribution from your taxable income Lowering your taxable income may place you in a lower tax bracket reducing your taxes considerably. Always consult your personal tax advisor to help determine which IRA is best for you. Transferring an employer’s qualified retirement plan to a self-directed IRA does not create a tax obligation or penalty. In fact, self-directed IRAs offer many more tax advantages and investment options that may better suit your investment and tax needs than qualified plans such as mutual funds, stocks, bonds, CDs, annuities, etc. Furthermore, named beneficiaries other than spouses of an IRA may be able to stretch their required distributions over their life expectancy. This is not an option available to beneficiaries of a qualified plan resulting in serious tax consequences and the loss of tax-deferred compounding. You can now transfer and commingle qualified plans with other IRAs and still have the option to transfer to future qualified plans (if allowed by the new plan). Assets held in a qualified retirement plan (except QDRO) are protected form creditors by ERISA (check state law). Self-directed IRAs do not have the same federal level of protection. Avoid Banks or other Savings Institutions If you are investing with a savings institution, you are probably not getting the quality management you deserve. Quality management begins with properly assessing your financial goals, objectives and risk tolerance. After which, a strategically diversified portfolio should be constructed unique to you and appropriate for current market conditions. As the economic environment changes as well as your financial goals, objectives, and risk tolerance, your portfolio should be reviewed and adjusted to reflect such changes. If changes are not being made or at least suggested, chances are you have someone managing your financial future that is inexperienced or simply lacks the appropriate knowledge. In general, banks fall short of providing quality management. Personal, licensed financial advisors are seldom provided, customer’s needs are not adequately assessed, and properly diversified portfolios are not constructed to fit their customer’s unique needs. In many cases, customers are slapped into a fund and forgotten. When was the last time you received a call from your bank attempting to minimize your financial risk or to increase your tax efficiency? Always question the ability of the person responsible for helping you make investment decisions. Don't procrastinate. Start investing today. Even if you can only afford to invest a small amount every month, just start. Something is better than nothing. Remember to pay yourself first. Parents! Encourage your children to practice the discipline of investing as soon as they start paying taxes. Posted by: Nidhin Das


> 10 Steps or Tips on How to behave inside a Court Room Step 1 Dress appropriately. Step 2 Stand whenever the judge enters or leaves the courtroom. Step 3 Do not talk to anyone when the judge is in the courtroom unless it is in response to the judge, the clerk or your lawyer. Step 4 Do not bring into the courtroom any kind of food or drink with the exception of water. Step 5 Do not open a newspaper during a proceeding. If you’re a spectator and you need to read something, bring a small discreet book that is not noticeable. Step 6 Do not mumble or mutter opinions to yourself. The judge will not appreciate any remarks or comments during proceedings regardless of what you think needs to be said. You could be asked to leave the courtroom. This applies to anyone who is in the courtroom, whether its parties, spectators or witnesses. Step 7 Stay seated in the courtroom. Once you are seated, stay seated unless it’s absolutely necessary to leave. Step 8 When leaving a courtroom during a proceeding, whether you are at the counsel table or in the body of the court, get out of your seat quietly, stand in the aisle and bow to the judge and then walk backwards out of the courtroom. Never turn your back to the judge during a proceeding as this is an act of disrespect. Step 9 Make sure your cell phone and every other electronic device is turned off before entering the courtroom. This includes, mp3 players, iPods and laptops. Step 10 If you have a cold or a flu and it is not essential for you to be present, such as you are a spectator or support for a friend, then avoid attending court as your coughing or sniffling may become a hindrance to the recording of the proceedings and you could be asked to leave. Posted by: Nidhin Das


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CSOC Newsletter August (2), 2009