Salient Features Of The Revised Norms Of Sebi (Securities And Exchange Board Of India)

Salient features of the revised norms of SEBI (Securities and Exchange Board of India)

by

ErNarendra

Salient features of the revised norms of SEBI (Securities and Exchange Board of India) are as follows:

The requirements of the circular relating to the merger and amalgamation can be divided in to 2 parts:

? Requirements before the scheme is submitted for sanction of the High Court

? Requirement after the scheme is sanctioned by the High Court

REQUIREMENTS BEFORE THE SCHEME IS SUBMITTED TO THE HIGH COURT FOR ITS SANCTION:

Obligation of Listed companies/Stock exchange

1. Listed companies desirous of undertaking the scheme of arrangement under chapter V of the Companies Act shall file draft scheme with the stock exchange along with the following documents.

I. Valuation report from the Independent Charted accountant

II. Report from the audit committee recommending the scheme

III. Fairness of opinion by independent merchant banker

IV. Pre & post amalgamation shareholding pattern

V. Audited financial results of last 3 years

VI. Compliance with clause 49 of listing agreement

VII. Complaints report in prescribe manner

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And shall choose one of the Stock Exchanges as the designated stock exchange for the purpose of coordinating with SEBI. Designated Stock Exchange shall forward the same to SEBI within 3 working days.

2. Listed Companies shall place before its Audit Committee the valuation report obtained from the independent charted accountant and Audit Committee shall give a report recommending the scheme.

3. The stock exchanges shall process the draft scheme and shall forward objection and no objection letter to SEBI within 30 days of the receipt of the draft scheme from the listed Company or within 7 days of the receipt of the satisfactory reply on any clarification sought by Stock Exchanges from Company or Independent charted Accountant.

4. The stock Exchanges shall issue the observation letter to the listed company within 7 days of the receipt of the comments from the SEBI on draft scheme.

5. The listed company shall disclose the draft scheme and the documents as stated in point 1 on its website within 24 hour of filling the same with stock exchanges.

6. The stock exchanges shall also disclose on their websites aforesaid draft scheme and documents immediately on the receipt of the same.

7. Listed companies shall ensure that approval of the shareholders by way of special resolution for the scheme is obtained by postal ballot and e-voting and the scheme shall also provide that SR shall not be acted upon if it is not supported by minority shareholders by a majority of 2/3rd or more.

8. Condition to be satisfied by listed entity for claiming exemption from strict enforcement of rule 19 (2) (b) of securities contract regulation rules, listing of securities without making initial public offer:

i. Equity shares proposed to be allotted to by unlisted entity to the shareholders of listed entity shall be allotted pursuant to the scheme of arrangement sanctioned by the high court under section 391-394 of companies act, 1956.

ii. At least 25% of post scheme aid up share capital of the transferee company shall be held by the public shareholders of transferor entity.

iii. Transferee entity shall not issue any shares which are not covered under the scheme.

iv. There shall be no outstanding warrants/instrument entitle the holder thereof to take shares in the transferee company at any future date, if there exist any such instrument, the minimum shareholding as discussed above shall be calculated on expanded share capital assuming full conversion of the said instrument.

v. Shares transferred in lieu of locked in shares shall be under lock-in for remaining period.

Processing of the draft scheme by SEBI

SEBI shall process the draft scheme forwarded to it by stock exchanges and may sought clarification from any person relevant in this regard. SEBI shall make endeavors to provide its comments on the draft scheme to the stock exchanges within 30 days of the latter of following:

Date of receipt of satisfactory reply to the clarification sought by SEBI, if any.

1. Date of receipt of fairness of opinion from independent charted accountant sought by SEBI, if any.

2. Date of receipt of no objection/objection from the stock exchange.

Manner of Approval of scheme by Shareholders

Listed companies shall ensure that the approval of the shareholders by way of special resolution for sanction of scheme is obtained through postal ballot and e-voting. Besides the scheme also provide that special resolution shall be acted upon if it is supported by 2/3rd or more of the total minority shareholders.

Redressal of Complaints Pertaining to the Scheme

1. All the listed complaints received by the SEBI pertaining to the draft scheme shall be forwarded to the designated stock exchange for necessary action and resolution by listed Company.

2. Listed Company shall, within 7 days of the expiry of 21 days from the date of filling draft scheme with the stock exchanges, submit a complaint report to the stock exchanges prior to obtaining observation letter, containing prescribed particulars and shall send the said complaint report to the shareholders along with the notice sent to the shareholders for seeking their approval for proposed scheme of Compromises and arrangement.

3. The stock exchange shall forward the Complaint Report to the SEBI before the issuance of comments by SEBI.

REQUIREMENTS AFTER THE SCHEME IS SANCTIONED BY THE HIGH COURT.

1. After the scheme is sanctioned by the Hon ble high court the listed Company shall Submitted the following Documents with the stock exchange.

I. Copy of the order of high court approving the scheme.

II. Result of the voting by shareholders approving the scheme.

III. Statement explaining the changes, if any and the reason thereof.

IV. Status of the compliance with the observation letter.

V. Application seeking the exemption from the strict enforcement of Rule 19 (2) (b) of securities Contracts (Regulation) Rules.

VI. Complaint Report.

2. The Designated stock exchange shall forward its recommendations to the SEBI on the aforesaid document and SEBI shall make all reasonable efforts to give its comments/approval within 30 days thereafter.

3. An unlisted issuer may make an application to the board through stock exchange claiming exemption from the strict enforcement of rule 19 (2) (b) of securities contract regulation rules if it satisfies the following condition:

I. Observation letter has been issued by stock exchanges

II. Listing of the equity shares is in terms schemes sanctioned by the High court.

III. Shares have been allotted by the unlisted issuer to the shareholders listed entity and share certificate has been dispatched or the names of allottees have been entered in the records of depositories.

4. The formalities for commencing trading shall be completed within 45 days of the order of the High court and transferee company shall give an advertisement containing the prescribed information about the transferee company in 1 English, 1 Hindi newspaper having nationwide circulation and in 1 regional language newspaper having wide circulation at a place where registered office of transferee entity is situated.

The author of this article writes for RSJ Capital Ventures Pvt Ltd. RSJ Capital Ventures Pvt Ltd has been in the business of corporate compliance,

SEBI Consultant

, BSE Consultant etc. for over 6 years. For more information on SEBI Consultant,

company secretary

visit the website.

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British doctor killed while on honeymoon

Thursday, July 31, 2008

Catherine Mullany, a newly married British woman, and her husband, Ben Mullany, have been shot while on honeymoon in Antigua. Catherine died on the scene, while Ben is in a critical condition in Hospital.

The families of the Mullanys have described themselves as “deeply shocked and devastated.”

The incident occurred at 05:00 Antigua time (09:00 GMT) on Tuesday, and it is being treated by police as a robbery. A police spokesperson described the incident. “Shortly after 5am this morning officers from the Bolans Police station responding to a call, arrived at Cocos Hotel and Restaurant in the Valley Church area, the scene of a murder.” UK police have been asked to help in the inquiry.

Catherine Mullany was a doctor, who, before her death, planned to become a GP. Ben was a physiotherapy student at the University of the West of England (UWE), which is located in Bristol, England. Mary Price, the Media Relations and Internal Communications Manager for UWE, gave Wikinews the following statement:

Ben Mullany is a third year physiotherapy student at the University of the West of England. Ben is a very good student who is greatly valued by staff and his peers. Staff and fellow students are deeply shocked to hear of this tragic incident. Our condolences go to his wife’s family and our thoughts are with his family at this difficult time.
 This story has updates See British man dies five days after wife in honeymoon shooting 

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KKE: Interview with the Greek Communist Party

Thursday, May 13, 2010

Wikinews reporter Iain Macdonald has performed an interview with Dr Isabella Margara, a London-based member of the Communist Party of Greece (KKE). In the interview Margara sets out the communist response to current events in Greece as well as discussing the viability of a communist economy for the nation. She also hit back at Petros Tzomakas, a member of another Greek far-left party which criticised KKE in a previous interview.

The interview comes amid tensions in cash-strapped Greece, where the government is introducing controversial austerity measures to try to ease the nation’s debt-problem. An international rescue package has been prepared by European Union member states and the International Monetary Fund – should Greece require a bailout; protests have been held against government attempts to manage the economic situation.

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Latham quits as Australian Labor leader

Tuesday, January 18, 2005

AUSTRALIA —Following hospitalisation for pancreatitis and ongoing speculation about his leadership, Mark Latham has resigned from his roles as leader of the Australian Labor Party (ALP) and also the Federal Member for Werriwa. He cited as reasons the media harassment, and a desire to put his family and health first.

Mr Latham became leader of the ALP just over a year ago, on 2 December, 2003, leading the party during the October 2004 federal election. He was hospitalised in the run-up to that election, also for treatment of pancreatitis. Following the defeat of his party, his leadership increasingly came under question.

He fell ill a second time almost simultaneously with last year’s Indian Ocean tsunami disaster. His failure to issue a statement on the tsunami drew criticism from the media and calls for his resignation from within his own party, even after it was revealed that he had been incapacitated at the time.

Mr Latham’s resignation sidesteps the possibility of a leadership challenge by other members of the party and leaves no clear successor.

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Enterprise Search Application Importance In Business

Submitted by: Peter Disuja

Enterprise Search is basically related to search technology application to get information reside with in the organizations. The result comes from the organization and it will view publicly.

Basically there are two types of enterprise search one is called web search and another is desktop search. The main task of enterprise search to presents the result from various sources like document management systems, file systems, emails, intranet, filesite and database etc. Each business organization want to provide better services to their client and enterprise search is one of the key for business to provide the result for the customer in a quick way by a single query search. The large enterprise organization always uses this application for managing their business workflow.

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It is very helpful in business process management because in an organization there are so many file systems and document resides and to get a particular data or file from the system is a very difficult task and this issue can easily solve by this application. It is quite similar to universal search used by Google and other search engine.For enterprise search systems it makes sense to talk about the phases that content goes through from source repository to search results. The distinction between the phases may vary from vendor to vendor, but these are the common ones.

This application used very frequently in all most all domains like Business, Travel, Shopping, Software etc. In business domain it used to maintain the document and records for find data in a quick way. If we discuss about shopping it is used to present the products by a single query search. In travel case it is used to provide the particular package or services needed by their customer in a easy way. Many analysis operations (processing/parsing) must be exactly the same on index and query side. Examples are tokenization, lowercasing and stemming. If they are only performed on index side, your query will not match, since the tokens are different.

For some analysis types you can choose. For instance, “early binding security” is where access control attributes are stored when the document is indexed; “late binding security” is when each hit in the results list is checked at display time. The trade-off is usually in performance on either side (which can have an impact on either how “fresh” an index is, or how quick a system will respond to a query).

The factors that determine the relevance of search results within the context of an enterprise overlap with but are different from those that apply to web search. In general, enterprise search engines cannot take advantage of the rich link structure as is found on the web’s hypertext content, however, a new breed of Enterprise search engines based on a bottom-up Web 2.0 technology are providing both a contributory approach and hyper linking within the enterprise. Algorithms like PageRank exploit hyperlink structure to assign authority to documents, and then use that authority as a query-independent relevance factor.

More info at

smartcollabs.com/?Solutions:Enterprise_Search

About the Author: We are using enterprise search application from last 10 years to maintain our business. We always focus to provide excellent services to our client with our skills and solutions. More info at

smartcollabs.com

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American Idol winner Ruben Studdard wins lawsuit

Friday, June 16, 2006

Former American Idol winner Ruben Studdard has won a lawsuit and $2 million against his ex-manager Ronald W. Edwards and Edwards’ promotions company, Sez Inc. The lawsuit was for misappropriating the singer’s money and credit cards. The suit claimed Edwards misused more than $246,000 of the singer’s money. According to the judge’s ruling, Edwards stole money from Studdard’s checking and other bank accounts, improperly used his credit cards and even used Studdard’s money to repay a $10,000 bank loan.

Jefferson County Circuit Judge Scott Vowell awarded Studdard $500,000 for actual losses and another $1.5 million in punitive damages. Vowell dismissed Edwards’ promotions company from the suit because it was bankrupt and had no money or assets. Edwards filed a petition for Chapter 7 bankruptcy on June 17, 2005. Studdard has sold 2.2 million records, but because of the damage done to his credit by Edwards, it is now even hard for Ruben to buy a home, said Vowell.

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Man cuts off his own penis in UK restaurant

Wednesday, April 25, 2007

An unnamed Polish man, 35, is being treated at a hospital in London, England after he cut off his penis with a knife at Zizzi’s pizza restaurant on Strand Street in the city of Westminster.

“We were called at 9.00 p.m. on Sunday to a restaurant on the Strand to reports of a man in possession of a knife. Officers attended to discover a man believed to be 30-40 years old suffering from an injury. He was taken to a south London hospital in a stable condition. No one else was injured and his injuries are believed to be self inflicted,” said a Scotland Yard spokesperson.

Police had to use CS tear gas on the victim in order to subdue him to get him to the hospital to receive medical attention.

Witnesses say that the man came into the restaurant, picked a knife up off the floor of the kitchen and then got onto a table and cut off his penis.

“At around 9 p.m. on Sunday, a man walked into the Zizzi restaurant on The Strand, down the stairs to the basement restaurant area and tried to enter a kitchen. Members of staff stopped him, at which he ran into a second kitchen area. The man then picked up a kitchen knife and slashed himself across the wrist and groin areas before running back into the restaurant, where he continued to stab himself,” said a spokesperson for the restaurant.

Surgeons are attempting to reattach his organ in what doctors call the first time this kind of surgery has been performed in the UK. It is not yet known if the operation was successful.

“If it doesn’t take, then you would have to re-amputate it. Attaching the penis is a very long, complex and painstaking operation,” said Francis Chinegwundoh, a urologist at St Bartholomew’s Hospital which is located in London. Chinegwundoh also said that that the victim will not feel his penis and it will not be possible for him to maintain an erection unless he uses a special machine, even if the operation were a success.

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Wikinews interviews candidate for Cleveland mayor Arthur Kostendt

Monday, June 14, 2021

Arthur Oliver Kostendt, a candidate running in the mayoral election of the US city of Cleveland, Ohio set to take place November 2, discussed his campaign and policies with Wikinews this spring.

According to Cleveland Scene, 29-year-old Kostendt is a member of the Cuyahoga County, Ohio Republican Party but has referred to his campaign as “casual”. According to his web site’s personal biography, he was a cadet for the Army Reserve Officers’ Training Corps (ROTC), scout platoon leader for the 2nd Squadron of the 107th Cavalry Regiment of the Ohio Army National Guard and logistics officer for the 1st Battalion of the 145th Armored Regiment. He served in Kuwait, Iraq, the United Arab Emirates and Saudi Arabia and assisted coalition force detachments in Southeast Asia.

Kostendt is a graduate of the University of Notre Dame and summa cum laude graduate of Cleveland State University. He writes he uses an apostrophe to abbreviate his middle name as “Arthur O’Kostendt” instead of the customary period after the O to emphasise his Irish heritage.

A poll published May 5 by Baldwin Wallace University, which does not feature Mr Kostendt, has Dennis Kucinich and Basheer Jones leading in the mayoral race by 17.8 and 13.3 points, respectively, with a margin of error of up to five per cent either way. 48% of those surveyed were undecided. Incumbent mayor Frank G. Jackson, who won the 2017 Cleveland mayoral election with 59% of the vote, is eligible for a fifth term but announced on May 6 he would retire.

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Laser Hair Removal At Home}

Submitted by: Ron Shimoff

Laser hair removal at home is not only safe, but also painless and very effective in removing unwanted hair. Treatment for laser hair removal was formerly known to be available at clinics and spas only, but technology has seen the practice done at the comfort and privacy of homes. FDA has approved the safety and effectiveness of a few products that can be used at home. This typescript describes the functionality of laser hair removal machine as well as tips on how to use these products.

How A laser Removal System Works

With the advent technology, both men and women can easily and quickly get rid of unwanted hair. Laser treatment uses laser beams which are bombarded againist the targeted body surface. The beam penetrates the skin and is changed into heat energy. The heat energy is then used to destroy the hair follicles and thus impede hair growth.

Hair growth takes place in several cycles. It is therefore important to note that, to completely or permanently remove hair, you need practice laser hair removal 6 to 8 times at intervals of 3 to 6 weeks. You can be able to do this at the confinement of your own home, thanks to the many home hair removal equipments available in the market.

The home laser product is always in a kit, accompanied with a charging unit and a sensor. This kit is small and portable and its functionality is based on transfer of pulses or energy which renders the hair follicle inactive. The sensor determines skin tone and thus reduces the occurrence of side effects.

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Benefits of Laser Hair removal.

First and foremost, home is a place where everyone is comfortable doing anything and everything. This is one of the reasons as to why laser hair removal has become popular. The treatment is also is relatively cheap and quick than other hair removal methods.

Other than being efficient, laser hair removal is painless. It seeks to eliminate the tiniest follicles and you can use precision to target places that are otherwise unreachable. It is also safe as it does not cause life-threatening ailments such as cancer.

#Side Effects

Laser light is not that safe. It is advisable to use sunglasses while using the machine to avoid the possibility of harming the eyes. People who have darker skin are also advised to steer away from the machine as the laser heats melanin and might cause skin disorders.

Excessive usage of laser hair removal can cause white patches on the skin. The patches prove difficult to remove as they take a very long time to fade away. If the intensity of the laser is not adjusted, it may cause burning or unwanted scars, especially to people with dark skins.

Patients recovering from acne and any other skin illnesses should not use laser hair removal. Similarly, people who have sensitive skin should also stay away from the laser machine. Here are some tips on how to moderate side effects caused by laser hair removal.

*Do not apply lotions, creams or make up before treatment.

*Follow instructions carefully and take pre-treatments instructions as instructed.

*During treatment, protect the sensitive areas of the body like the eyes

*Avoid tanning for a month or two after treatment.

*Apply sunscreen lotion at least half an hour before exposing your skin to the sun.

Laser hair removal at home is the most suitable option if you seek to save on hair removal expenses. With the afore-stipulated knowledge, you can adopt this kit and utilize it to your benefit.

About the Author: Related articles: To read more about epilation methods visit

thehairremovaladvisor.com/epilation

To read about depilation methods visit

thehairremovaladvisor.com/depilation

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Wikinews attends 2018 Bangalore ComicCon

Thursday, November 29, 2018

On November 17 and November 18, Wikinews attended the 2018 Bangalore Comicbook Convention, in Karnataka, India. Beginning on Saturday morning, the ComicCon continued till Sunday. Organised by ComicCon India, who organised Comic Con in Hyderabad in October, this event was held at Karnataka Trade Promotion Organisation (KTPO)’s convention hall. Wikinews spoke to convention’s international guests Ryan O’Sullivan, Dan Watters, and Vanesa Del Ray.

UK-based freelancer comicbook writer Ryan O’Sullivan, who has worked for Image Comics and Vault Comics, and wrote video game comics including Eisenhorn, Warhammer 40,000, and Dark Souls, was one of the guests attending ComicCon. Along with him, London-based freelance comic book writer Dan Watters was also one of the attendants. Watters has worked with Image Comics on Limbo, as well as Lucifer for Vertigo Comics. Watters has also written comics for Assassin’s Creed, Wolfenstein and Deep Roots. Cuban comic book artist Vanesa Del Rey was also one of the guest attendants, who has illustrated Scarlet Witch, Daredevil Annual, and Spider-Women Alpha for Marvel Comics; and Redlands for Image Comics.

The convention started at 11 AM. Crossing between the genres of science fiction, horror, anime, fantasy and comics, the event sprawled throughout all corners of the facility. Marvel Zone, Amazon Video zone, AXN Live RED Special Session, Warner Bros’ Aquaman and Fantastic Beasts: Crimes of Grindelwald experience, and Sony Pix zone attracted large number of audience.

On day two, Sumit Kumar, creator of Chin Chin, inspired by Chacha Chaudhary and Tintin, had a panel in the afternoon.

At 1:30 PM, there was a video presentation by Yali Dream Creations. The video was about The Village. Yali Dream Creations’ Shamik Das Gupta said the story of their comic The Village is “supernatural, social, horror”. Later, there was another presentation about their other comic, Rakshak ((hi))Hindi language: ?Protector — A Hero Among Us, about a masked vigilante in India. The first part of the four-part comic was released in 2016’s Delhi ComicCon, Gupta said. Gupta also added “Delhi gang rape story pushed me”. The session ended around 1:45 PM.

After Yali Dream Creations, there was a comic launch by Rahil Mohin. Mohin had previously launched Sufi Comics in 2008, The Wise Fool of Baghdad and two comics about Persian poet Rumi and now Blame it on Rahil. While he was on the panel, he was sketching cartoon, while the host was asking questions that Mohin had prepared, focused on the 90s cartoon themes. The questions were “[What was the] breed of Courage the Cowardly Dog?”, “Catchphrase of Flintstone”, and “Arch nemesis of Dexter”. His session finished by 2 PM.

At 2 PM, there was a session with AXN, and questions about AXN shows. Musician Shrey also played scores of various AXN shows on guitar, which audience had to guess. At 2:30 PM, there was a session with Cuban comic artist Vanesa Del Rey. She said it was her first convention in India, and said, “It is like any major convention in the US”. This year, Vanesa Del Rey was nominated for an Eisner Award. During the discussion, she said she wanted to do sci-fi epic,romance, mystery and thriller comics in future. Regarding romance genre in comics, she said it is “something worth exploring”. And regarding her career choice, she said her grandmother was an artist and her “family was very supportive”.

Later, there was a session with Sony PIX, with Minions appearing on the stage.

The event finished around 8 PM.

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