Tuesday, September 20, 2016

INSPECTION OF COMPANY REGISTERS – HOW LISTED COMPANIES ARE TARGETTED BY ANIL KUMAR PODDAR

INSPECTION OF COMPANY REGISTERS – HOW LISTED COMPANIES ARE TARGETTED BY ANIL KUMAR PODDAR

Anil Kumar Poddar – By holding one share in almost all the Listed Companies, Poddar is used to harass the companies with the inspection of documents.

Anil Kumar will send the following letter to his targeted listed company.



From: Anil Kumar Poddar

The Company Secretary,
Dear Sir,           AGM ON 30.9.2016                          


I draw your kind attention that I am one of the shareholders of your company under above mentioned references.

Sir, I understand the AGM of our company is going to be held on 30.9.2016 and I being a shareholder of the company want to attend AGM and give effective participation during AGM. As I want to be specific, to the point and brief so I request you to handover following documents to the bearer of this copy of this mail Mr. Yogesh. This documents are urgently required as I want to speak during AGM and vote on all the resolution during AGM on informed decision basis. Necessary fees will be paid by my man Mr. Yogesh. 

Sir,   I   request you to handover copies of statutory registers and records of the company as specified following:-

1) Register of Investment. (From the date of incorporation of company to 30.6.2016)-

2) Register of Contract. (From the date of incorporation of company   to 30.6.2016)

3) General Minute Book- AGM and EGM (From the date of incorporation of company   to 30.6.2016)

4) Last two years Annual Return filed with Registrar Of Companies.

5) Register of Directors and Director’s Shareholding Register.(From the date of incorporation of our company  to 30.6.2016)

6) Last five years Annual Report.

7) Detailed annual accounts of all the subsidiaries companies of our company for the year 2010-11,2011-12,2012-13,2013-14 and 2014-15.

Sir, in case if the company finds any difficulty to give records from the date of incorporation instantly, than I request you to please provide records copies for at least five years immediately and balance years records copy can be provided on later date.

Sir, I request you to please arrange to handover the copies of all above registers, documents and records to my man Mr. Yogesh at an early earliest.

 I request you to provide the documents at an early date.

I am ready to pay the charges, if any as it will be paid by man instantly.

Please reply urgently and oblige.

Thanking you,

Yours faithfully,

Anil Kumar Poddar


As per Company law provision, the company has to give him the documents but if the company published any documents online like in MCA portal, BSE/NSE website, or in the company’s website, then, the company may ask Poddar to refer the same.



What the Companies Act Says for Inspection?


Company registers are open for inspection by members or creditors during the business hours of the company without paying any fees and for others, by paying fees and the company may place reasonable restriction through the provisions in its Articles.

Section 171 of the Company Act 2013 Speaks about the Members’ right to inspect.
 The register kept under sub-section (1) of section 170,—
a)shall be open for inspection during business hours and the members shall have a right to take extracts there from and copies thereof, on a request by the members, be provided to them free of cost within thirty days; an
b) shall also be kept open for inspection at every annual general meeting of the company and shall be made accessible to any person attending the meeting.
2. If any inspection as provided in clause (a) of sub-section (1) is refused, or if any copy required under that clause is not sent within thirty days from the date of receipt of such request, the Registrar shall on an application made to him order immediate inspection and supply of copies required there under.


Other Registers Available for Inspection 


P  REGISTER OF CHARGE: (Section 85 read with Rule-10 of Company (Registration of charges) Rules, 2014

ENTRY IN REGISTER OF BENEFICIAL INTEREST UNDER SECTION 89 OF THE CA 2013


MAINTENANCE AND INSPECTION OF DOCUMENT IN ELECTRONIC FORM

BOOKS OF ACCOUNTS:

REGISTER OF DIRECTORS & KEY MANAGERIAL PERSONNEL: (Section 170(1) and Rule 17 of the Companies (appointment and Qualification of Directors) Rules, 2014

REGISTER OF LOAN INVESTMENT AND GUARANTEE:

REGISTER OF INVESTMENT MADE BY A COMPANY HELD NOT IN ITS NAME: (Section 187(2) and (d)


KEEPING CONTRACT OF SERVICE WITH MANAGING OR WHOLE-TIME DIRECTOR

Case Laws Barring Anil Kumar Poddar from 

Harassing Listed Companies in India


In Mr. Anil Kumar Poddar v. Bonanza Industries Limited, the Mumbai Bench of the Company Law Board (‘CLB’), through its order dated April 16, 2015 dismissed the application of a shareholder who demanded copies of records of a company and sought inspection of the register, minutes, annual returns, and the like, on the ground that such an application was mala fide and frivolous.

Phillips Carbon Black Ltd. & Ors vs Anil Kumar Poddar & Anr on 7 May, 2010, applicant was stripped from carrying out his rights as a shareholder along with his accomplices by the Calcutta High Court.

In "Anil Kumar Poddar Vs Alka India Ltd." the CLB Mumbai bench on January 28, 2014 dismissed the petition by Poddar on the grounds that the application was baseless and the applicant was in the habit of making such frivolous applications.
.

In Anil Kumar Poddar v Reliance Industries , CLB , Mumbai held that Members having shareholding less than stipulated in section 188 of CA, 1956 cannot seek resolution to be included for circulation.

In Wipro Limited v Anil Kumar Poddar , CLB in 2010 turned down the request of circulation and inspection by the respondent.


Company Secretaries in the listed companies should not bow down to the pressures exerted by the persons like Anil Kumar Poddar and should handle the issue more meticulously by approaching the NCLT , if there is a need.



Tuesday, September 6, 2016

LODR COMPLIANCE CALENDAR Compliances under SEBI Listing Regulations 2015 (LODR)



LODR COMPLIANCE CALENDAR

Compliances under SEBI Listing Regulations 2015 (LODR)

Compliance Calendar is applicable to companies whose equity shares are listed on the Exchange. The compliance requirements shown above are indicative only. Companies are requested to refer to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) for detailed compliances.

Regulation Nos.
Particulars
Time limit
Frequency / Period
Annotations

Regulation 7 (3)
Compliance Certificate certifying maintaining physical & Electronic transfer facility

Within one month of each half of the financial year
Half yearly
The listed company shall submit a compliance certificate to the exchange duly signed by both that is compliance officer of the company and the authorized representative of Share Transfer Agent  wherever applicable ,within one month of each half of the financial year certifying maintaining the physical and electronical transfer facility either in-house or RTA as applicable

Regulation 13 (3)

 Statement of Investor complaints

 Within Twenty one days from the end of each quarter.

 Quarterly

 The listed entity shall file with the recognized stock exchange(s) on a quarterly basis, within twenty one days from the end of each quarter, a statement giving the number of investor complaints pending at the beginning of the quarter, those received during the quarter, disposed of during the quarter and those remaining unresolved at the end of the quarter.

 Regulation 27 (2)

 Corporate Governance.

 Within 15 days from quarter end.

 Quarterly

 The listed entity shall submit a quarterly compliance report on corporate governance within fifteen days from close of the quarter. Further it may be noted that it shall not apply, in respect of –(a) the listed entity having paid up equity share capital not exceeding rupees ten core and net worth not exceeding rupees twenty five core, as on the last day of the previous financial year: Provided that where the provisions of the regulations specified in this regulation becomes applicable to a listed entity at a later date, such listed entity shall comply with the requirements those regulations within six months from the date on which the provisions became applicable to the listed entity.(b) the listed entity which has listed its specified securities on the SME Exchange.

 Regulation 31

 Shareholding Pattern.

 Within 21 days from quarter end.



























Within twenty one days from the end of each half year.

 Quarterly






























 half yearly basis

 the listed entity shall submit to the stock exchange(s) a statement showing holding of securities and shareholding pattern separately for each class of securities, in the format specified by the Board from time to time within the following timelines –•one day prior to listing of its securities on the stock exchange(s);•on a quarterly basis, within twenty one days from the end of each quarter;•within ten days of any capital restructuring of the listed entity resulting in a change exceeding two per cent of the total paid-up share capital:





 •Provided that in case of listed entities which have listed their specified securities on SME Exchange, the above statements shall be submitted on a half yearly basis within twenty one days from the end of each half year.

 Regulation 33

 Financial Results.

 Within 45 days from quarter end. And in case of Annual Financial Result, within 60 days from

 Quarterly













































 half yearly/half year"
The listed entity shall submit quarterly and year-to-date standalone financial results to the stock exchange within forty-five days of end of each quarter, (other than last quarter) along with Limited Review Report or Audit Report as applicable. The listed entity shall submit audited standalone financial results for the financial year, within sixty days from the end of the financial year along with the audit report and either Form A (for audit report with unmodified opinion) or Form B (for audit report with modified opinion): Provided that if the listed entity has subsidiaries, it shall, while submitting annual audited standalone financial results also submit annual audited consolidated financial results along with the audit report and either Form A (for audit report with unmodified opinion) or Form B (for audit report with modified opinion).




 For the purpose of this Financial Result regulations , any reference to "quarterly/quarter" in case of listed entity which has listed their specified securities on SME Exchange shall be respectively read as "half yearly/half year"

Regulation 34

 Annual Report

 Within twenty one working days of it being approved and adopted in the annual general meeting.


 The listed entity shall submit the annual report to the stock exchange within twenty one working days of it being approved and adopted in the annual general meeting as per the provisions of the Companies Act, 2013.In case of top hundred listed entities based on market capitalization (calculated as on March 31 of every financial year), business responsibility report is required to include in Annual Report is compulsory as per prescribed Format. However in case of other than top 100 listed companies based on market capitalization and listed entities which have listed their specified securities on SME Exchange, may include these business responsibility reports on a voluntary basis
Regulation 40 (9)
Certificate from Practicing Company Secretary.
Within one month of the end of each half of the financial year.
Half yearly
The listed entity shall ensure that the share transfer agent and/or the in-house share transfer facility, as the case may be, produces a certificate from a practicing company secretary within one month of the end of each half of the financial year, certifying that all certificates have been issued within thirty days of the date of lodgement for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/allotment monies.
SEBI- DP Reg.55A
Reconciliation of Share Capital Audi
Within 30 days from quarter end.

Listed entities are required to submit Reconciliation of Share Capital Audit Report on a quarterly basis to the stock exchanges audited by a qualified chartered accountant or a practicing company secretary for the purpose of reconciliation of share capital held in depositories and in physical form with the issued / listed capital. The Reconciliation of Share Capital Audit Report is required to be submitted to the stock Exchange within 30 days from the end of the Quarter under regulation 55A of the SEBI (Depositories and Participants) Regulations, 1996.
Regulation 7
Appointment of New Share Transfer Agent.
Within seven days of entering into the agreement.
Event based
In case of any change or appointment of a new share transfer agent, the listed entity shall enter into a tripartite agreement between the existing share transfer agent, the new share transfer agent and the listed entity, in the manner as specified by the Board from time to time. The listed entity shall intimate such appointment, to the stock exchange(s) within seven days of entering into the agreement.
Regulation 14
Listing Fees & Other charges.
in the manner specified by the Board

The listed entity shall pay all such fees or charges, as applicable, to the recognised Stock Exchange(s), in the manner specified by the Board or the recognised Stock Exchange
Regulation 29
Notice for Board Meeting to consider the prescribed matters.
an advance notice of at least 2/5/11 working days

The Company shall give an advance notice of at least 5 working days for Financial Result , In case of other matters as stated in regulation 29 1 (b) to (f) - 2 Working days in advance (Excluding the date of the intimation and date of the meeting) to Stock Exchange. The Company shall give an advance notice of 11 working days in case matter related to alteration in i) Securities; ii) date of interest or redemption of Debenture/bond as per regulation 29(3) (a) ,(b).
Regulation 30
Disclosure of Price-Sensitive Information
not later than twenty four hours from the occurrence of event or information.

The Company has to intimate to the Stock Exchange about the material events which will have a bearing on the performance / operations of the company as well as price sensitive information both at the time of occurrence of the event and subsequently after the cessation of the event. The listed entity shall first disclose to stock exchange(s) of all events, as specified in Part A of Schedule III, or information as soon as reasonably possible and not later than twenty four hours from the occurrence of event or information.
Regulation 30
Outcome of Board meeting (Schedule III Part A- (4))
Within 30 minutes of the closure of the meeting.

The listed entity shall disclose the information to the Exchange(s), within 30 minutes of the closure of the meeting.
Regulation 42
Notice for Record Date \ Corporate Action.
advance notice of at least 5/7 working days to the Stock Exchange

The Company must ensure that there is a gap of at least 30 days between 2 book closure and/or record date. The Company shall give an advance notice of at least 7 working days (Excluding the date of the intimation and record date/book closure start date) to the Stock Exchange for corporate actions (Book closure/Record date) fixed for the purpose of corporate benefits like mergers, de-mergers, split, bonus, dividend, rights etc. The listed entity shall recommend or declare all dividend and/or cash bonuses at least five working days (excluding the date of intimation and the record date) before the record date fixed for the purpose.
Regulation 43
Declaration of Dividend.


The Company has to declare and disclose the dividend on per share basis only.
Regulation 44
Voting Result
within forty eight hours of conclusion of its General Meeting

The listed entity shall submit to the stock exchange, within forty eight hours of conclusion of its General Meeting, details regarding the voting results in the format specified by the Board
Regulation 46
Company Website.
Update any change in the content of its website within two working days from the date of such change in content.

The listed entity shall maintain a functional website containing the basic information about the listed entity. The listed entity shall disseminate the information as stated in Regulation 46 (2).The listed entity shall ensure that the contents of the website are correct & the listed entity shall update any change in the content of its website within two working days from the date of such change in content.
Regulation 30(1)and 30(2) -
SEBI Takeover Regulations 2011.

within seven working days from the end of each financial year
30(1) Every person, who together with persons acting in concert with him, holds shares or voting rights entitling him to exercise twenty-five per cent or more of the voting rights in a target company, shall disclose their aggregate shareholding and voting rights as of the thirty-first day of March, in such target company in such form as may be specified.




30 (2) The promoter of every target company shall together with persons acting in concert with him, disclose their aggregate shareholding and voting rights as of the thirty-first day of March, in such target company in such form as may be specified.




The disclosures required under sub- regulation (1) and sub-regulation (2) shall be made within seven working days from the end of each financial year to; every stock exchange where the shares of the target company are listed; and the target company at its registered office
Regulation 7(2)
SEBI (Prohibition of Insider Trading) Regulations, 2015.
within two trading days of such transaction
Every promoter, employee and director of every company shall disclose to the company
7 (2) Continual Disclosures :(a). Every promoter, employee and director of every company shall disclose to the company the number of such securities acquired or disposed of within two trading days of such transaction if the value of the securities traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of ten lakh rupees or such other value as may be specified; (b). Every company shall notify the particulars of such trading to the stock exchange on which the securities are listed within two trading days of receipt of the disclosure or from becoming aware of such information. (Transaction type include buy/ sales/ pledge/ revoke/ Invoke)

Courtesy: Compiled by Mr Ashwin Ladah