Company Secretary & Compliance Officer Anant Raj Limited - New Delhi, Delhi

Organising and conducting Board Meetings, Audit Committee, Remuneration Committee and other committee Meetings and Shareholders General Meetings of the Company Secretarial work & Statutory Compliances under Companies Act/MCA, Listing Regulations and SEBI Regulations Statutory Filings underCompanies Act/MCA, Listing Regulations and SEBI Regulations and maintenance of statutory records Drafting & Vetting of Agreements Stamp Duty on issue of securities Liaison with the ROC, Stock Exchange, NSDL/CDSL, SEBI and other authorities Handling of Statutory and Secretarial Audit work Corporate Secretarial Function Implementation and monitoring of Compliance Calendar for legal compliance applicable to the Company . Regular monitoring of the compliance and reporting the status to the Management /BOD. Updation of Regulatory changes in legal and statutory regulations and impact on the organization. Behavioural Skills / Attributes for the role : - Excellent communication & presentation skills both verbal and written Practical knowledge of Company Secretarial activities, Board and Committee meetings, AGMs, Secretarial Audit, and related aspects of the Company Secretarial Functions Good knowledge of Companies Act, Listing Regulations and other Corporate Laws. Review of annual reports, board/shareholder notices & resolutions, ESOP documents, etc. Strong professional network

NOTE: - The candidate must have experience of working in a LISTED ORGANIZATION.Pls mention current and expected CTC along with notice period

Job Type: Full-time

Salary: ₹600,000.00 /year

Job Location:

New Delhi, Delhi

Required education:

Bachelor's

Required experience:

Company Secretary: 5 years

APPLY THROUGH BELOW LINK:

http://www.indeed.co.in/m/viewjob?jk=21364e52d0567740

Vacancy at Dmicdc Neemrana Solar Power Company Limited

JOB DESCRIPTION

Job Description • Drafting of all types of commercial Agreements. • Negotiation with other party on commercial/ legal terms. • Compliances under Company Law. • Responsible for Secretarial, legal & compliance related matters of the Company. • Organising, preparing agendas for, and taking minutes of board meetings and general meetings. • Dealing with correspondence, collating information and writing reports, ensuring decisions made are communicated to the relevant company stakeholders. • Compliance with FEMA. • Maintaining books, registers, records etc. as per the applicable laws and filing of returns etc. with MCA, RBI, DPE, including the security of: o Company seal o Certificate of Incorporation o Certificate(s) on change of name.

Preferable Age: 25-35 years. The person must be in sound mind and health.

Qualification: Should be a graduate from a recognised University and an Associate/ Fellow Membership of Institute of Company Secretaries of India. LLB/CA/ICWA/MBA (Finance) shall be an added advantage.

Experience: Minimum 2 year of post-qualification experience and handling with Secretarial and legal responsibilities and dealing with various authorities, tribunals and forums

Send your application to The Delhi Mumbai Industrial Corridor Development Corporation Limited Room No. 341-B, 3rd Floor, Hotel Ashok Diplomatic Enclave, 50 B Chanakyapuri, New Delhi-110021

Last Date of Receipt of Applications – 06th October, 2016 at 6:00 PM.

For more details : http://www.dmicdc.com/Uploads/image/31imguf_JobDescriptionforCS-DNSPCL.pdf

Last Apply Date: 2016-10-06

Industry: Oil and Gas / Energy / Power / Infrastructure

PROCESS OF ESOP ALLOTMENT IN LISTED COMPANIES

PROCESS OF ESOP ALLOTMENT IN LISTED COMPANIES

Section 62 (1) (b) of Companies Act, 2013 states that where at any time, a company having a share capital proposes to increase its subscribed capital by the issue of further shares, such shares shall be offered to employees under a scheme of employees’ stock option, subject to special resolution passed by company and subject to such conditions as may be prescribed in Rule 12 of The Companies (Share Capital and Debentures) Rules, 2014.

Whereas, Rule 12 of The Companies (Share Capital and Debentures) Rules, 2014 states that a company, other than a listed company, which is not required to comply with Securities and Exchange Board of India Employee Stock Option Scheme Guidelines shall not offer shares to its employees under a scheme of employees’ stock option (hereinafter referred to as “Employees Stock Option Scheme”), unless it complies with the given requirements thereof.

So, it is clear from the above provisions that Rule 12 of The Companies (Share Capital and Debentures) Rules, 2014 is not applicable to Listed Companies. Instead, Listed Companies have to follow SEBI (Share Based Employee Benefits) Regulations, 2014 for offering ESOP’s to employees under a scheme of Employees’ Stock Option (ESOS). 

And, as per SEBI (Share Based Employee Benefits) Regulations, 2014, a scheme of Employees’ Stock Option (ESOS) may be implemented either directly or by setting up an irrevocable trust(s). Now, hereunder we will discuss the summarized process of ESOP allotment in listed companies directly i.e. other than by way of creating irrevocable trust [read in conjunction with Companies Act, 2013 with Rule 12 of The Companies (Share Capital and Debentures) Rules, 2014 with SEBI (Share Based Employee Benefits) Regulations, 2014 with SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2014]

1. An advance notice of the Board meeting at least two working days before to the Stock Exchanges where securities of the Company are listed.

2. Hold Board Meeting for
a.      Approving the ESOS
b.      Calling and approving the Notice of AGM/EGM for passing Special Resolution

3. Outcome of the Board Meeting is also to be notified within 30 minutes of the conclusion of the Board meeting.

Where at any time, a Company having a share capital proposes to increase its subscribed capital by the issue of further shares, such shares shall be offered to employees under a scheme of Employees’ Stock Option (ESOS) in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014, subject to approval of shareholders by passing a Special Resolution in the General Meeting.

A separate resolution shall also be passed in case of grant of options to
• employees of subsidiary, holding or associate company or
• identified employees, during any one year, equal to or exceeding one per cent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant of options

4. Make disclosures to the grantees.

5. An advance notice of the General meeting at least two working days before to the Stock Exchanges where securities of the Company are listed.
    
6. Hold General Meeting and pass required Special Resolution.

7. Outcome of the General Meeting is also to be notified within 30 minutes of the conclusion of the meeting to the STX’s.

8. File e-form MGT-14 within 30 days of passing the special resolution with ROC.

9. For listing of shares issued pursuant to ESOS, the company shall obtain the in-principle approval of the stock exchanges before issuing shares as per Regulation 28 of LODR where it proposes to list the said shares.

10. The company shall appoint a registered merchant banker for the implementation of schemes covered by these regulations till the stage of obtaining in-principle approval from the stock exchanges.

11. Grant of options by Nomination & Remuneration Committee.

Further, Company shall constitute a Nomination & Remuneration Committee for
• granting of options to the employees of the Company.
• administration and superintendence of the scheme which shall formulate the detailed terms and conditions of the schemes including the provisions as specified by SEBI in this regard. The ESOS shall contain the details of the manner in which the scheme will be implemented and operated and no ESOS shall be offered unless the disclosures, as specified by SEBI in this regard, are made by the company to the prospective option grantees.
• framing suitable policies and procedures to ensure that there is no violation of securities laws, as amended from time to time, including Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities Market) Regulations, 2003 by the company and its employees.

The company granting option to its employees pursuant to ESOS will have the freedom to determine the exercise price subject to conforming to the accounting policies specified in regulation 15 provided there shall be a minimum vesting period of one year in case of ESOS
The company may also specify the lock-in period for the shares issued pursuant to exercise of option.

12. Intimate STX’s regarding the grant made to the employees within 30 minutes of conclusion of meeting.

13. If the grant is made to NRI employees, then file Form-ESOP within 30 days of Grant with RBI as per FDI policy, 2016.

14. Prepare a list of options to be exercised by the employees.

15. In case of NRI employees check the mode of payment whether through NRO account/ NRE account or remittance through overseas bank.

16. In case of NRI employees, if the payment is from NRE a/c or through overseas bank, file the intimation of receipt of funds in Form ARF along with KYC and Credit Advice /FIRC on e-biz portal within 30 days of receipt to RBI through AD.

17. Hold Board meeting/ESOP Allotment committee meeting for allotment of shares.

18. Intimate STX’s as soon as reasonably possible and not later than 24 hours.

19. When allotment is made to NRI employees against funds received from NRE a/c or through overseas bank, then as per FDI policy, 2016 file Form-FCGPR within 30 days of allotment with RBI.

20. File a return of allotment in form PAS 3 with the ROC within 30 days from the date of allotment.

21. For De-mat a/c verification send the list of allotees to RTA. In case of NRI, the De-mat account should also have non-resident status and if the money is received from NRO account, the status of de-mat account should be Non Resident & non-repatriable (category 4 and sub category 2) and if the payment is received is received from NRE account/ EFT then the status of de-mat account should be Non- Resident & repatriable (category 4 and sub category 1)

22. Preparation of Corporate Action Form for NSDL & CDSL

23. Payment of fees for Corporate Action through Demand Draft of Rs.1150/- in favor of NSDL/CDSL as the case may be.

24. Send the scanned documents to NSDL/CDSL/RTA for corporate action.

25. Submit Form C of Insider Trading with STX’s within 2+2 days of execution/approval by NSDL/CDSL, in case the allotment along with the previous allotment in the same quarter exceeds Rs.10 lakhs

26. Preparation of Listing Application for STX’s along with the necessary annexures.

27. Payment of Stamp Duty.

• At the time of issue of shares, Stamp duty shall be paid to the Government within 30 days from the date of issue.
• The Department of Revenue, Delhi has launched “On-line Stamp duty Payment on Issuance of Shares”. This facility is to be utilized by Companies towards Payment of Stamp Duty on issuance of New Shares.
• For this, Company will create a log in on http://www.shcilestamp.com/estamp_share_issuance.html
• After creating a log in, populate the relevant details of the New Shares issued against which stamp duty payment is to be made.
• Submit all the documents online on the portal. Certified that all the aforesaid mentioned documents attached are copy of original and true copy of records of Company and should be digitally signed by Company Director/Company secretary/Chartered accountant.
• After that, Department will generate a challan against all the documents submitted online.
• After the generation of Challan, Company has to make payment within 5 – 6 working days (recommended).
• After making the payment against challan, Company has to deposit a copy of challan with the revenue department.
• After verification of challan, Department issues a certificate certifying the payment of Stamp duty.


Written by:
Name: DHRUV KHANDELWAL
Contact No: 9999932450

EXPLANATION ON SECTION 47(2) OF COMPANIES ACT 2013 RELATING TO VOTING RIGHTS OF PREFERENCE SHAREHOLDERS IN A COMPANY As per Section 47(2)

EXPLANATION ON SECTION 47(2) OF COMPANIES ACT 2013 RELATING TO VOTING RIGHTS OF PREFERENCE SHAREHOLDERS IN A COMPANY
As per Section 47(2),

Equity shareholders shall have a right to vote on every resolution while preference shareholders shall have a right to vote only on those resolutions which directly affect the rights attached to their preference shares and, any resolution for the
• winding up of the company or
• for the repayment or reduction of its equity or preference share capital and
their voting right shall be in proportion to their shares in the paid-up preference share capital of the company:

First proviso to Section 47(2) states that the proportion of the voting rights of equity shareholders to the voting rights of the preference shareholders shall be in the same proportion as the paid-up capital in respect of the equity shares bears to the paid-up capital in respect of the preference shares.

Let us illustrate this by giving an example:
Suppose, a Company has a paid up capital of Rs. 150 comprising of Rs. 100 as paid up equity share capital (100 shares of Re. 1/- each) and Rs. 50 as paid up preference share capital (50 shares of Re. 1/- each). So, in this case the ratio of paid up equity share capital to the ratio of preference paid up share capital becomes 2:1.

Now, suppose if the Company comes up with the resolution for winding up. In that case, both equity and preference shareholders have a right to vote on the resolution.
For instance, out of 100 equity shareholders, 90% vote against the resolution and the remaining 10% vote in favour. And, out of the 50 preference shareholders, 100% vote in favour of the resolution.

Now, counting of the votes will be done in the manner as mentioned below:

Out of 100 equity shareholders (which are 2/3 of the total shareholders)
90% (Voted against the resolution)
The effective percentage of equity shareholders against the resolution will be calculated as 2/3 × 90/100= 60%
10% (Voted in favour of the resolution)
The effective percentage of equity shareholders in favour of winding up will be calculated as 2/3 × 10/100= 6.67%

Out of 50 preference shareholders (which are 1/3 of the total shareholders)
100% (Voted in favour of the resolution)
The effective percentage of preference shareholders in favour of winding up will be calculated as 1/3 ×50/50= 33.33%

Now, out of total 150 shareholders (as calculated above)
60% of the total shareholders are against winding up of the Company.
(6.67% + 33.33%) = 40% of the total shareholders are in favour of winding up of the Company.


Second proviso to Section 47(2) states that that where the dividend in respect of a class of preference shares has not been paid for a period of two years or more, then such class of preference shareholders shall have a right to vote on all the resolutions placed before the company just like the equity shareholders.

Vacancy for fresher

Resource Management Associate

Experience-0 to4 years
Location-Delhi
functional area: Company Secretary  | Corporate Legal Department

Description

Company secretaries guide company directors about the day-to-day management of their organisations, including compliance with legal and statutory requirements. Employers of company secretaries include local and national government, charities, accountancies, banks/financial institutions, housing associations, law firms etc. Typical responsibilities of the job include:

· convening and servicing annual general meetings (AGM)/meetings (producing agendas, taking minutes; conveying decisions etc)

· providing support to committees and working parties such as the Board of Directors etc

· implementing procedural/administrative systems

· handling correspondence before and after meetings

· ensuring policies are kept current, are approved, and that company members are aware of their implications, eg legal

· writing reports

· collating information

· providing legal/financial advice during and outside of meetings.

 

Depending on where you work, other tasks can include:

· managing office space/premises

· administering pension schemes and share issues

· dealing with company/staff insurance policies

· managing contractual arrangements with suppliers/customers

· financial and HR administration

· maintaining current awareness about company law

keeping a register of shareholders and liaising with them on behalf of the company.

Employer DetailsCompany Name: Resource
Management Associate
Contact Details:team@rmagroup.in011-41068384

Vacancy for company secretary at Ford motor company

Senior Associate Legal

Ford Motor Co

A leading company

Support Litigation Manager including supervising cases and working with external counsel Support Company Secretary in complying with Companies Act 2013 Support local business and global teams in drafting reviewing and negotiating agreements that comply with local law standard Ford terms and conditions internal contract processes and other Ford global policies Understand apply and advise on Ford India and Ford Global Policies and Procedures Help implement programs and provide training in statutory compliance and regulatory matters Advise on legal issues and risks associated with business operations especially in the area of Marketing Sales Service 

Skills 
Good communication skillsShould be 

Location: Gurgaon
You can apply from the below website:

http://www.resumeon.com/jobs/job-autoauto-ancillary-senior-associate-legal-delhi-1615673?utm_source=Indeed&utm_medium=organic&utm_campaign=Indeed

Section 56 (viib) of Income Tax Act,1961

Section 56 (viib) of Income Tax Act,1961 deals with taxability of capital raised by a company in which public are not substantially interested. As per the said section when such a company issues shares to residents for a value which is more than its fair value than so much of the consideration as exceeds fair market value of the shares being issued will be taxable in hands of the company under income from other sources.

As per explanation (a) to the aforesaid section the fair market value of such shares shall be higher of

i) Value as determined by the prescribed method

ii) Value as substantiated by the company to the satisfaction of the AO, based on the value on the date of issue of its assets, including intangible assets being goodwill, knowhow, patents, copyrights, trademarks, licenses, franchises or any other business or commercial rights of similar nature.

Rule 11UA(2), of Income Tax Rules 1962, contains the prescribed method and permits the assessee to opt for either

a) Book value method subject to the prescribed adjustments or

b) Fair value determined by a Chartered Accountant or a Merchant Banker using discounted free cash flow method.

It is pertinent to note that method b pertaining to discounted free cash flow method was brought into rule w.e.f 22.11.2012. Therefore fair market values has to be determined for shares pertaining to which consideration received before 22.11.2012 and those shares on or after 22.11.2012

For consideration received prior to 22.11.2012 fair market value shall be the higher of

a)Book value on the date of consideration or if balance sheet not drawn upto that date than book value as per last audited balance sheet.

b) Value on the date of share allotment.

For consideration received on or after 22.11.2012 fair market value shall be the higher of

a)Book value on the date of consideration or if balance sheet not drawn upto that date than book value as per last audited balance sheet.

b) Value on the date of share allotment.

c) Fair value determined by a Chartered Accountant or a Merchant Banker using discounted free cash flow method.

The relevant date for taxability is date of issue of shares and the relevant date for determination of fair market value of shares is both date of receipt and date of share allotment.

One should also consider the fact that if there is loss from business in the same year than can be setoff against the income as above.

Also the intention of the statute behind this section is to curb black money being converted to white without paying tax but it does not want to discourage genuine business deals that is why it has permitted assessee to issue shares at demonstrable fair value of assets on the day of the share allotment.