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BASICS OF CAPITAL MARKET

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TO UNDERSTAND CAPITAL MARKET AT FIRST WE HAVE TO UNDERSTAND THE FINANCIAL MARKET OF WHICH THE CAPITAL MARKET IS A PART.. FINANCIAL MARKET : FINANCIAL MARKET CAN BE DESCRIBED AS A PLATFORM THROUGH WHICH SAVINGS OF HOUSEHOLDS CAN BE CONVERTED INTO INVESTMENTS MADE BY PRODUCERS. FINANCIAL MARKET IS A MARKET WHICH DEPLOYS (UTILIZE)  EXCESS FUNDS LYING WITH THE HOUSEHOLDS TO BE CONVERTED INTO INVESTMENTS. FINANCIAL MARKET IS A PHENOMENA TO CHANNELISE THE IDLE SAVINGS OF HOUSEHOLDS BY BRINGING SUCH SAVINGS INTO THE MAIN STREAM OF PRODUCTION.        FINANCIAL MARKET IS FURTHER CATEGORIGED IN TWO TYPES MONEY MARKET:                                       REGULATED BY RBI AND MoF.                                             ...

SHELF PROSPECTUS

PROVISIONS OF SECTION 31 OFCOMPANIES ACT, 2013 MEANING SHELF PROSPECTUS MEANS A PROSPECTUS ISSUED BY THE COMPANIES AS PRESCRIBED BY SEBI (PFC's etc) FOR SUBSCRIPTION IN ONE OR MORE ISSUES OVER A CERTAIN PERIOD (ONE YEAR FROM THE DATE OF 1ST ISSUE) WITHOUT THE ISSUE OF A FURTHER PROSPECTUS AT EVERY STAGE OF OFFER OF SECURITIES.     VALIDITY SHELF PROSPECTUS WILL BE VALID FOR A PERIOD OF ONE YEAR, FROM THE DATE OF FIRST ISSUE OF SECURITIES. INFORMATION MEMORANDUM A COMPANY FILLING A SHELF PROSPECTUS SHALL BE REQUIRED TO FILE AN INFORMATION MEMORANDUM ALONG WITH THE SHELF PROSPECTUS. UPDATE OF INFORFAMTION MEMORANDUM. AN UPDATE OF INFORMATION MEMORANDUM SHALL BE FILLED , EVERY TIME AN OFFER OF SECURITIES IS MADE. SUCH MEMORANDUM TOGETHER WITH THE SHELF PROSPECTUS SHALL CONSTITUTE THE PROSPECTUS.

RED- HERRING PROSPECTUS

MEANING RED HERRING PROSPECTUS MEANS A PROSPECTUS WHICH DOES NOT INCLUDE COMPLETE PARTICULARS OF THE QUANTUM OR PRICE OF THE SECURITIES INCLUDED THEREIN. PROVISIONS OF SECTION 32, OF THE COMPANIES ACT , 2013 WHO CAN ISSUE RHP- A COMPANY PROPOSING TO MAKE AN OFFER OF SECURITIES MAY ISSUE A RED HERRING PROSPECTUS PRIOR TO THE ISSUE OF A PROSPECTUS. FILLING WITH ROC-  A COMPANY PROPOSING TO ISSUE A RED HERRING PROSPECTUS SHALL FILE IT WITH THE REGISTRAR ATLEAST THREE DAYS PRIOR TO THE OPENING OF SUBSCRIPTION LIST AND THE OFFER. OBLIGATIONS-  A RED HERRING PROSPECTUS SHALL CARRY THE SAME OBLIGATIONS AS ARE APPLICABLE TO A PROSPECTUS . ANY VARIATION BETWEEN RED HERRING PROSPECTUS AND A PROSPECTUS  SHALL BE HIGHLIGHTED AS VARIATIONS IN THE PROSPECTUS FILLING WITH ROC AND SEBI UPON CLOSING OF OFFER-  UPON CLOSING OF THE OFFER OF SECURITIES, THE PROSPECTUS STATING THEREIN THE TOTAL CAPITAL RAISED, WHETHER BY WAY OF DEBT OR SHARE CAPITAL , AND THE CLOSING P...

SOME IMPORTANT CASE LAWS OF COMPANY LAW FOR CSEXECUTIVE STUDENTS

SALAMON V. SALAMON AND CO. LTD                                                                                                                                                - Based on companies corporate personality. LEE V. LEE'S  AIRFARMING LTD.                                                                                                            ...

COMPOSITION LEVY IN GST

Composition Levy Scheme in GST  1. Composition Levy Scheme under GST law.   Composition levy scheme is a very simple, hassle free compliance scheme for small taxpayers. It is a voluntary and optional scheme. Benefits of composition scheme   • Easy compliance as no elaborate accounts and records to be maintained   • Simple Quarterly Return  • Quarterly payment of tax    Under this scheme, a registered taxable person, whose aggregate turnover does not exceed Rs. One crores (Rs. 75 lakh for special category States except J & K and Uttrakhand) in the financial year 2016-17 may opt for this scheme. A taxpayer registered under composition levy scheme has to pay an amount equal to certain fixed percentage of his annual turnover as tax to the government. This tax has to be paid on quarterly basis. Such taxpayer does not have to maintain elaborate accounts and records and instead of two monthly statements and a return (whi...

REVERSE CHARGE IN GST

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1. What is Reverse Charge? Normally, the supplier of goods or services pays the tax on supply. In the case of Reverse Charge, the receiver becomes liable to pay the tax, i.e., the chargeability gets reversed. 2. When is Reverse Charge Applicable? A. Supply from an Unregistered dealer to a Registered dealer If a vendor who is not registered under GST, supplies goods to a person who is  registered under GST , then Reverse Charge would apply. This means that the GST will have to be paid directly by the receiver to the Government instead of the supplier. The registered dealer who has to pay GST under reverse charge has to do self-invoicing for the purchases made. For Inter-state purchases the buyer has to pay IGST. For Intra-state purchased CGST and SGST has to be paid under RCM by the purchaser. B. Services through an e-commerce operator If an e-commerce operator supplies services then reverse charge will be applicable to the e-commerce operator. He will be ...

Conversion of one person company into private or public company.

Acc to Rule -6,              OPC can be converted in two cases:                  1- Compulsary conversion 2- voluntary conversion Compulsary conversion When paid up share capital exceeds 50 lakh rupee and it's average annual turnover during the relevant period (preceeding 3 financial year) exceeds 2 crore rupees. Conversion should be under 6 months if wanna convert in private than atlst 2 directors and 2 members are needed and if wanna convert in public company than atleast 3 directors and 7 members are needed.

SOME BASIC DEFINATIONS

Promoter:    section 2 (69) of company law 2013                                       promoter is a person who conceives a idea and does formalities to incorporate the company. Subscriber:   not defined in companies act                                       subscriber is aperson mentioned under subscription clause of MOA. Note    1- every promoter needn't be a subscriber.             2- every subscriber needn't be a promoter. Shareholder:    not defined in companies act                                               Shareholder is a person holding the shares of company. Note:    ...

Illegal association (section 464)

If an AOI/BOI carrying out any business activity for gain and no. of members in such association of person is beyond 100 members but not registered as company than it shall be called as illegal association. Illegal association does not exist in the eyes of law so any legal actions can't be taken. the income of Illegal association is taxable There are exemtion to some entity like HUF, or the firms which are governed by their own laws as CA firms, CS associations etc. If any illegal association created, than entire liability of that illegal association is the members personal liability and have to pay 1 lakh rupees as penality.

Important case laws of lifting of corperate veil

1-Jones v. Lipman,(1962) I.W.L.R. 832                       (prevention of fraud)    Lipman agreed to sell a land to Jones in a agreement later on his mind changes and he don't wanna sell so for avoiding the agreement he incorporated a company  and transferred land to it. When the matter went to court than the decision came was here we lift the corperate veiland look the real person behuind the name of comapany and the corperate personality feature will be ignored as the company was not doing any business it was only formed for the purpose of fraud. 2-Dailmer co. ltd v.Continental tyres and rubber co.,(1961) 2 A.C.307                         (determining enemy character of company or trading with enemy) A german company incorporated a company in england whose all the shareholders were german residents trade with another company of engla...

Lee v. Lee's air farming ltd (1961) A.C. 12(p.c.)

(Members are different from co.- corperate personality) A company was formed for the purpose of aerial top dressing.              Lee, a qualified pilot held all but one of the shares in the company. he voted himself the Managing Director and got appointed as chief pilot at a salary.   He was killed in air crash while wrkng for company and her widow claim compensation for death of her husband in the course of his employment.              The company opposed on the ground that lee was not a mere worker as the same person could not be the employer and employee at the same time.                 than, the decision of privy council comes that lee is the M.D. at the same time the chef pilot (i.e. the servant of the company)                  lee was the seprate person from the company he formedand his widow was entitled to...

Salamon v. Salamon and co. ltd., 1897 A.C. 22

(based on corporate personality) A person Salamon carried on a business as a leather merchant and a boot manufacturer, for some years and than form a limited co. consisting of himself, his wife , his daughter and his four sons as shareholders, all of whom subscribed to one shareeach so actual cash paid capital was 7 pound. sale of Co. to the Co. formed by salamon. Sold for the sum of 38782 pound whose nominal capital was 40000 pound in 1 pound shares..        10000 pound-secured debenture issued to salamon         20000 pound-fully paid share to salamon          3782 pound-to salamon in cash salamon was the M.D.and his two sons were the other Directors. liquidation of company  Total asset-6050 pound liabilities-10000 pound (secured debenture to salamon)                -8000 pound (unsecured trade creditors) Creditors claimed assets o...

ROLE OF MANAGEMENT ACCOUNTANT

7 Roles of Management Accountant The following points will highlight the seven roles of management accountant in decision-making process of the organisation. The seven roles are: 1. Stewardship Accounting 2. Long-term and Short-term Planning 3. Developing Management Information System (MIS) 4. Maintaining Optimum Capital Structure 5. Participating in Management Process 6. Control and 7. Decision-making.  1. Stewardship Accounting: Management accountant designs the frame-work of cost and financial accounts and prepares reports for routine financial and operational decision-making.  2. Long-term and Short-Term Planning: Management accountant plays an important role in forecasting future business and economic events for making future plans i.e., long-term plans, strategic management accounting, formulating corporate strategy, market study etc. 3. Developing Management Information System (MIS): The routine reports as well as reports for long-term de...

Profit maximisation and wealth maximisation

Know the Differences & Comparisons Difference Between Profit Maximisation and Wealth Maximisation Financial Management is concerned with the proper utilization of funds in such a manner that it will increase the value plus earnings of the firm. Wherever funds are involved, financial management is there. There are two paramount objectives of the Financial Management: Profit Maximization and Wealth Maximization.  Profit Maximisation  as its name signifies refers that the profit of the firm should be increased while  Wealth Maximisation , aims at accelerating the worth of the entity. Profit maximis ation is the primary objective of the concern because of profit act as the measure of efficiency. On the other hand, wealth maximisation aim at increasing the value of the stakeholders. There is always a conflict regarding which one is more important between the two.   Profit Maximisation Vs Wealth Maximisation Comparison Chart...