Thursday, March 14, 2019

SEBI FINES A COMPANY SECRETARY AND HIS WIFE FOR INDULGING IN INSIDER TRADING


SEBI FINES A COMPANY SECRETARY AND HIS WIFE FOR INDULGING IN INSIDER TRADING

JAGRAN PRAKASHAN LIMITED –INSIDER TRADING

Markets regulator SEBI  directed Jagran Prakashan's company secretary Amit Jaiswal and his wife to disgorge unlawful gains of Rs 10.41 lakh in an insider trading case.

COMPANY SECRETARY INVOLVED IN INSIDER TRADING

The regulator in an order held that Amit Jaiswal and his wife Mansi Jaiswal had traded in the shares of Jagran Prakashan Ltd while in possession of two unpublished price sensitive information (UPSI).

"Noticees (Amit and Mansi) are liable to disgorge the entire amount of Rs 10.41 lakh impounded vide ad-interim ex-parte order dated November 20, 2015," the regulator said.

IMPOUNDING UNLAWFUL GAINS

The regulator in 2015 had ordered to impound unlawful gains of Rs 10.41 lakh after its probe found that Amit Jaiswal and Mansi Jaiswal traded in JPL shares while in the possession of UPSI.

The regulator had conducted the investigation from August to October 2009 to examine any possible violations of SEBI norms.

During the probe, SEBI found that both entities traded in the scrip of JPL during the declaration of interim dividend and announcement of financial results for the quarter ended September 2009.

INSIDER TRADING

Besides, Kanchan Properties, part of promoter and promoter group of Jagran, had decided to sell shares of the company in the open market to raise about Rs 40-42 crore.

Jaiswal had prior knowledge of the promoter group entity's decision to sell such substantial quantity of the scrip that could impact the company's share price.

In a fresh order, the regulator said Amit Jaiswal and Mansi Jaiswal have traded in the scrip while in possession of two UPSI i.e. declaration of interim dividend and sale of shares held by Kanchan.

POSSESSION OF UPSI VIOLATED PIT (PROHIBITION OF INSIDER TRADING) REGULATIONS,

The trading while in possession of UPSI violated PIT (Prohibition of Insider Trading) regulations, Securities and Exchange Board of India (SEBI) said.

IMPOUNDING THE UNLAWFUL GAINS

Accordingly, SEBI directed that Rs 10.41 lakh impounded by it through 2015 order, shall be disgorged and credited to the Investor Protection and Education Fund established by the regulator.

R V Seckar practicing company secretary 09848915177 rvsekar2007@gmail..,





Wednesday, March 13, 2019

MCA COMPLIANCES TO BE DONE IN UPCOMING DAYS


MCA COMPLIANCES TO BE DONE IN UPCOMING DAYS
S.No.
Forms
Applicability & Purpose
Due Date
Remarks
Penalty /Late Fees
1
E-form – INC-22A (Active Company Tagging Identities and Verification)
New requirment
Every company incorporated on or before 31st of  December, 2017 for filing particulars of the company and registered office with MCA
On or before 25th April, 2019
(Notification dt. 21st February, 2019 & applicable w.e.f. 25th of February, 2019)
Rs. 10,000/-
2
Initial MSME-1
New requirment
To be filed by specified companies for furnishing  information with the registrar in respect of outstanding payments to Micro or Small Enterprises.
Within 30 days from the date of availability of form on MCA portal
 (Notification dt. 22nd January, 2019)
Form is not available for filing purpose on MCA Portal
3
First Half yearly MSME return
New requirment
To be filed by specified companies for furnishing  information with the registrar in respect of outstanding payments to Micro or Small Enterprises during the half year
For April to September – by 31st of October
 (Notification dt. 22nd January, 2019)
Form is not available for filing purpose on MCA Portal
4
Second  Half yearly MSME return
New requirment
To be filed by specified companies for furnishing  information with the registrar in respect of outstanding payments to Micro or Small Enterprises during the half year
For October to March – by 30th of April
 (Notification dt. 22nd January, 2019)
Form is not available for filing purpose on MCA Portal
5
One time DPT-3
New requirement
Every Company other than Government company for disclosure of details of outstanding money or loan received by company but not considered as deposits
On or before 22nd April, 2019
Within 90 days from the date of notification issued. (Notification dt. 22nd January, 2019)
Additional fees (Updated DPT-3 not available for filing on MCA Portal)
6
DPT-3 Yearly
New requirement
Every Company other than Government company for one time disclosure of details of outstanding money or loan received by company
On or before 30th June from the end of  F.Y.
Within 90 days from the date of notification issued. (Notification dt. 22nd January, 2019)
Additional fees (Updated DPT-3 not available for filing on MCA Portal)
7
DIR-3 KYC
New requirement
Every director to whom DIN has been allotted for updating directors database with MCA
On or before 30th April, 2019
Within 30 days from the end of 31st March, 2019
Non filling penalty Rs. 5,000/- per Din
8
Annual Filling AOC-4
Every company has to filed AOC-4
Not beyond 30th Oct. 2019
As per Companies Act 2013 Within 30 days from the date of AGM
Additional Fee Rs. 100 per day
9
Annual Retun MGT-7
Every Company has to filed MGT-7
Not beyond 29. Nov. 2019
As per Companies Act 2013 within 60 days from the date of AGM
Additional Fee Rs. 100 per day
Other New Forms needs to be filed if applicable to the company:



1
BEN-1
New requirement
A person having Significant beneficial owner shall file a declaration to the reporting company
On or before 8th of May, 2019 i.e. within 90 days from the date of notification
 (Notification dt. 08th February, 2019)
2
BEN-2
New requirement
Every reporting company shall file return of significant beneficial owners
Within 30 days from the date of receipt of declaration in BEN-1
(Notification dt. 08th February, 2019)
Form is not available for filing purpose on MCA Portal
3
E-form – INC-20A
New requirement
For making declaration and obtaining certificate of commencement of business
Within 180 days from the date of incorporation of company
Applicable w.e.f. 02nd of November, 2018
Additional fees

R V Seckar practicing company secretary 09848915177 rvsekar2007@gmail..,

Tuesday, March 12, 2019

SEBI tightens screws on listed cos continuing with directors aged over 75



SEBI tightens screws on listed cos continuing with directors aged over 75


APRIL 2019 ONWARDS SPECIAL RESOLUTION IS NECESSARY

From April, shareholder permission must to continue board members over 75 years

MORE THAN 110 TOP LISTED COMPANIES HAVE TO PASS SPECIAL RESOLUTION
More than 110 top listed companies may have to change their board composition or seek shareholder approval if they want to continue to have one or more persons aged 75 years or more as a non-executive director on their board.
From April 1, listed companies may no longer be able to continue having directors aged 75 years and above, per a SEBI order, unless they pass a special resolution and seek shareholder permission.

TROUBLE FOR FAMILY-RUN COS

If shareholders reject any such proposal, it could impact some family-run companies that have founding promoters as non-executive board members and continue having them till their demise.
Shareholder advisory experts say companies are rushing to pass special resolutions and take shareholder approval for their continuance.
RELIANCE INDUSTRIES, MARUTI SUZUKI, LUPIN
Data provided by Prime Database, a market and company data tracking website, show that some prominent companies, including Reliance Industries, Maruti Suzuki, Lupin, Colgate-Palmolive, Procter & Gamble, DLF, Kesoram Industries, Berger Paints, Emami, Glenmark, Apollo Hospitals and Century Textiles, have at least one board member aged over 75.
Some of these companies may have already taken shareholders approval for the continuance of such directors.

SPECIAL RESOLUTION

Any company that desires to continue such non-executive board members will have to take shareholder permission via a special resolution and even record the reason for such an act, a SEBI notification says.
COMPANIES ACT 2013 DOES NOT BAR MORE THAN AGED OVER 75 PERSONS TO ACT AS A DIRECTOR
“There is no law which says that companies cannot have board members aged 75 years or above. Only, SEBI has mandated that a special resolution needs to be passed and shareholder permission sought which many companies are doing already. The SEBI rule is to ensure that people don’t continue on company boards perpetually without seeking permission,” said JN Gupta, founder of proxy advisory firm SES.
SEBI REQUIRES PRIOR APPROVAL FROM MEMBERS BY SPECIAL RESOLUTION
Section 161 of the Companies Act, 2013, states that a person can be appointed as an additional director in any board meeting and can be regularised as a director in the next annual general meeting (AGM) with the approval of shareholders. For the same, SEBI requires a ‘prior’ special resolution while the Companies Act, 2013, allows such an approval to be taken in next AGM.
Experts say that forcing companies to organise a special resolution only to announce the age of the director appears to be a case of regulatory overkill, mainly for those companies where directors attend 75-years of age but there was long time for its AGM to carry on with SEBI’s requirements.

Courtesy : Business Standard


R V Seckar practicing company secretary 09848915177 rvsekar2007@gmail..,


Sunday, March 10, 2019

HOW TO TAKE PHOTO WITH THE LONGITUDE AND LATITUDE INFORMATION FOR ACTIVE FORM (INC22A)


HOW TO TAKE PHOTO WITH THE LONGITUDE AND LATITUDE INFORMATION FOR ACTIVE FORM (INC22A)

Step 1
Download “ Notecam “ application from Google Playstore in your mobile phone or request the client to download the same
Step 2
Opn the Application and allow GPS while it ask for
Step 3
On the Right side of Photo ,you will get the details of longitude and latitude.
Step 4
Click and Save the Photo
Step 5
Convert the photo to PDF and upload the same in the form Inc 22A. ( ACTIVE Form)
Step 6
Mention in respective columns the details of latitude and longitude asked in the form

In MI phone, we have to the following .
Step 1
In  MI phone , you can check longitude and latitude by clicking info of the photograph.
You can Just click photo by keeping location on.
Then keep that photo for record.


Another Alternative Method
Please install my location app in the mobile. Save it and attach to form this shows building n it  near by area and also longitude and latitude.

Download GPS Camera from play store and while clicking the photo turn on the GPS and give access of the same to the App the photo will automatically show you the longitute and latitude 


 R V Seckar practicing company secretary 09848915177 rvsekar2007@gmail..,