[X] Close
[X] Close

RIGHT ISSUE OF SHARES FOR PRIVATE AND PUBLIC UNLISTED COMPANIES UNDER COMPANIES ACT, 2013- SEC-62- CS KUNDAN KR MISHRA

RIGHT ISSUE OF SHARES FOR PRIVATE AND PUBLIC UNLISTED COMPANIES UNDER COMPANIES ACT, 2013- SEC-62- CS KUNDAN KR MISHRA


INTRODUCTION:

A rights issue is directly offered to all existing shareholders of the Company in proportion to their current holding. The company also set a time limit for the shareholder to buy the shares. Companies pursue Rights Issue as an avenue to raise funds for various reasons, ranging from expansion or acquisitions to paying down debts.

Section 62 of Companies Act, 2013 contains provisions on “further issue of capital”, and enacts the principle of pre-emptive rights of shareholders of a company to subscribe to new shares of the company.

Provisions of Section 62 of Companies Act, 2013 are mandatory for all Private companies, public companies, listed as well as unlisted companies.

RELEVANT PROVISIONS OF COMPANIES ACT-2013:
Sec 62 (1) 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 :

(a)    to persons who, at the date of the offer, are holders of equity shares of the company in proportion, as nearly as circumstances admit, to the paid-up share capital on those shares by sending a letter of offer subject to the following conditions, namely:—

(i)         the offer shall be made by notice specifying the number of shares offered and limiting a time not being less than fifteen days and not exceeding thirty days from the date of the offer within which the offer, if not accepted, shall be deemed to have been declined;

(ii)        unless the articles of the company otherwise provide, the offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to him or any of them in favour of any other person; and the notice referred to in clause (i) shall contain a statement of this right;

(iii)       after the expiry of the time specified in the notice aforesaid, or on receipt of earlier intimation from the person to whom such notice is given that he declines to accept the shares offered, the Board of Directors may dispose of them in such manner which is not dis-advantageous to the shareholders and the company;


PROCEDURE FOR ALLOTMENT OF SHARES ON RIGHT ISSUE BASIS :

·         Issue notice in writing to every Director at least seven days’ before convening the Board meeting. [Sec 173 (3)]
·         Convene a Board Meeting
·         Pass a Board resolution for approving “Letter of offer”. The offer letter shall include right of renunciation also.
·         Dispatch Letter of offer to all existing shareholders through registered post or speed post or through electronic mode at least three days before the opening of the issue.
·         Receive acceptance, renunciations, rejection of rights from shareholders.
·         Issue notice in writing to every Director at least seven days’ before convening the Board meeting. [Sec 173 (3)]
·         Convene a Board Meeting
·         Pass Board resolution for approving allotment and issue of shares.
·         File with Registrar a return of allotment in E-Form PAS-3 within 30 days of allotment of shares.
·         File E-form MGT 14 within 30 days of Issue of securities.

OTHER INFORMATION:

·         There is no prescribed format for “Letter of offer” to be issued,  in case of right issue of securities. Format of “Letter of offer” prescribed in Companies Act, 2013 is Pursuant to section 42 and rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014 and not for Section 62.

·         Letter of offer shall specify the number of shares offered and other information and limiting a time not being less than fifteen days and not exceeding thirty days from the date of the offer within which the offer, if not accepted, shall be deemed to have been declined;

·         Attach with E-Form PAS-3 (i) Board Resolution for allotment and issue of share. (ii) Letter of offer (iii) List of Allottees

·         List of Allottees attached with E-Form PAS-3 shall state the names, address, occupation, if any, of the shareholder and number of securities allotted to each of the allottees and the list shall be certified by the signatory of the Form PAS-3 as being complete and correct as per the records of the company.

Disclaimer:     Statements and opinions expressed in articles are those of the author’s personal views. While every care has been taken in the compilation of this information and every attempt made to present up-to-date and accurate information, we cannot guarantee that inaccuracies will not occur.
The Author is an Associate Member of the Institute of Company Secretaries of India.

KUNDAN KUMAR MISHRA
Mob: +91-9899208090
cskundanmishra@gmail.com





How to answer the interview question – “What are your strengths”

When appearing for interviews you should be ready to answer the questions like – “Tell me about yourself” or “What are your weaknesses” or “Where do you see yourself in 5 years”.  In addition to these questions, there is one more question lot of candidates doesn’t exactly know how to answer correctly and that is – “What are your strengths”.  This question seems to be very simple or to some candidates may seem unnecessary or innocuous but it is quite important for you to know how to answer this question.  In my personal opinion answering this question is an opportunity to sell your candidature and consequently, grab the job.

What are the different ways in which this question can be asked?

There are different ways an interviewer may ask this question.  You may sometimes not be asked this question directly and therefore, it is important to know when does the interviewer want to know your strengths:

·                Tell me your strengths; or
·                Why should we hire you; or
·                Why are you the best person for this job; or
·                What makes you a good fit for this job.

By asking the above question, the interviewer is basically trying to ask the same thing, albeit in a different way.  You should be quite attentive in the interview and the moment you hear any of the above questions, be ready to answer in the most perfect way.

Before I tell you the strategy to answer this question, it is important to understand why do interviewers ask this question.  If you analyse from the HR manager’s perspective, he/she interviews more than 50-100 candidates for any particular job.  And after meeting so many candidates it is quite difficult to take a decision simply on the skills of the candidates because most of them would have the desired skills written on the CV.  What the he/she perhaps wouldn’t have on the CV is following:

·                Do you have strengths which align with the company’s needs; or
·                Can you really do this job and perform like a champion; or
·                Do you have any quality or strength which stands you out from others; or
·                Can you make a good addition to the existing team?

And therefore, by asking the question “tell me about your strengths”, he/she is basically trying to assess whether you have the above-mentioned necessary skills and attributes. 

By now you would have come to know that this question requires you to tell positive things about yourself, things which might interest the interviewer to look for quality attributes and therefore, identify whether you are the right person for that job.  Whilst you know you have to answer right things about yourself, a lot of times we may not be able to articulate the answer to this question well.  That’s because the majority of us, especially who are slightly introverts, feel shy telling good things about themselves.  And consequently you may completely sabotage your chances to land your dream job. 

Here are some of the mistakes I have experienced while interviewing the candidates, which I feel should be avoided:

Choosing weak strengths

Lot of people has the habit of using adjectives like dedicated, hard working, punctual, etc and the interviewer would have heard about them from almost all the candidates.  During the later part of this article you will learn how to use these terms properly and narrate them as a story rather than just mentioning them.

Being Modest

In my personal opinion, majority of the students pursuing chartered accountancy are introverts or I would say people who do not get enough opportunity to speak and therefore, are not comfortable talking a lot either on different subjects or even about themselves.  And therefore, if someone asks them their strengths, they are very modest answering that question. 

In order to get your dream job it is important to get over your shyness and get over the hesitation to answer good things about yourself. 

Lack of self awareness

What I experience whilst I take interviews is that candidates are not well prepared when they come for interviews.  They don’t spend time analyzing on their strengths and which of them would be relevant for the job.  Understand the job requirements and then try to link your strengths that are relevant for that job.  By doing this, you will increase your chances to perform better in the interview.

Now that you know what are the reasons for asking this question and where do you generally go wrong, I have mentioned below some of the key points you should keep in mind whilst preparing for this question.   

1.         Quality over Quantity – Be specific and be relevant

Please don’t start answering this question with a long list of adjectives such as – “I am a hard working person, I am very polite, I am very sincere, I am very passionate, I am a team worker, I am a friendly person and get along with other people well etc.”  These are very commonly used sentences whilst answering this question.  There is no harm in using these sentences to answer your strengths but then bragging about it for a long time in the interview without actually making any sense is of no use. 

You need to cut down using these buzzwords and focus on answering just a few of your real qualities.  Ã…lign your strengths with the requirements of the job and accordingly, sell your fitment.  Does the job require client interaction?  Communication and relationship building skills make sense.  Does the job require attention to details?  Research skills might be important.  If the industry is fast paced, like a consulting firm then your ability to adapt fast to changes and multitask might be relevant. 

It is quite critical to assess the requirements of the job, requirements of that industry and then listing your strengths that are relevant for that job or that industry.  You wouldn’t want to talk about a strength that is not required in that job.


2.         Brainstorm

Before appearing for the interview, sit down and take a piece of paper to write down the requirements of the job and against it write your strengths that will make you the right fit.  STOP being modest about yourself and just start to brag on your skills on that piece of paper.  List down everything that comes to your mind and delete the irrelevant later. 

There can be enough strength that could be relevant for interviews:

(a)              Education/training – which firm did you do your articleship from or in how many attempts did you clear your exams etc;
(b)              Talents – there can be lot of talents which might interest the HR person such as ability to sell, or ability to do quick research, organizing events, social media capabilities etc;
(c)              Experience – Your experience in handling similar job could be your biggest strength.  For fresh and young chartered accountants, the experience in articleship would matter;
(d)              Soft skills – One of the biggest strength is your ability to communicate well and articulate your thoughts.  Companies want candidates who are good in communication and can interact smartly with their peers. 


3.         Prepare Examples – Back up your strengths with stories

I am a very strong believer of creating story around your candidature and selling it vehemently to the interviewer, albeit without overselling.  Write down examples of your experience in real life that highlight your strengths.  It will be much easier for you to narrate your own story and at the same time capture all the strengths necessary for you to get the job.

If you think from HR manager’s perspective, he/she would want to have some evidence of your strengths and what better than to build real life examples out of your life and craft them in a story.  BELIEVE ME, this really works and works well.

For example – “I believe my greatest strength is the ability to research on variety of topics including taxation.  In one of my previous assignments we were required to provide an opinion on applicability of service tax on trading activity.  I did research not only on the CBEC website, but also on other relevant websites such as www.taxindiaonline.com  and www.taxsutra.com and got answers to our questions.  This resulted in the client getting a comprehensive answer to his question.”

4.         A good way to maneuver the interview

Believe me, if the HR manager asks you this question you should be extremely happy. Because, this is the chance for you to show off your skills that are actually important and perhaps you may not have got the chance to narrate during the interview.  If asked this question – JUST GO FOR IT.  Tell him/her how you have those killer abilities to justify your fitment for the job and why they should hire only you and not anyone else.

If this question is asked towards the end of the interview, you have an opportunity to make your final pitch to the HR manager.  If you have done research on the company and know about their values and vision, then it might be a good opportunity for you to tell them how your own values align with them (if they actually do) and how you can be a great asset in achieving those values to the best.

Though, there is no one answer to let you know the best way to answer this question, I believe with proper preparation you can do well.  If you don’t know what your strengths are then go and ask your friends or colleagues or relatives and ask them to help you with this question.  Dig out your feedback sessions in your previous employment and take clues from it.  I am sure you would find them with ease.

All the best and wishing you green lights…

------------------------------------------------------------------------------------------------
Authored by Nimish Goel (www.nimishgoel.com), a qualified chartered accountant who’s passion is to coach young chartered accountants and aspiring students achieve the best in their life.  Nimish used to work with EY and PwC in India and has also worked with KPMG in Europe.  He now runs his own consulting company and runs a blog www.nimishgoel.com.  He can be reached for any queries and issues on his blog. 






Writing a perfect cover letter to showcase your fitment for the job

Job-hopping is one of the most difficult tasks in the life of a professional, no one likes it.  But, then you are forced to do that because of a lot of reasons, sometimes due to reasons beyond your control and wish.

Admitting that you have to look for better opportunities, one of the critical aspects of finding the right job and grabbing it is preparing a wonderful cover letter.  I am sure not many of you would be aware of how to prepare a cover letter and how it is so crucial for you as a job-seeking professional. 

The truth is that cover letters are still very important and not sending them along with your CV is actually a sign of showing laziness.  It’s like making typo errors in your CV, which is an absolute NO for any professional.  Typos are something that is looked at with hate by the employers because that truly reflects the fact that you are not serious about your job application.  In my personal experience (I would have interviewed more than 100 professionals in my career) candidates who’s CVs are filled with typos have always been either last in my priority to meet or sometimes not even meet at all.  In my articles on ‘how to write compelling CVs’ you can read about it in greater detail. 

If you Google you will find numerous articles on creating good cover letters, but all of them typically tell you few things such as – your language should be good, use good grammar, etc.  However, through this article, I have tried to capture the best points that I personally believe are utmost important in writing a good compelling CV and which I believe would surely have your CV catch the HR manager’s eye balls.

In addition to giving you some tips and secrets to write a great cover letter, I have given a template that can be used by you in drafting a good cover letter.  I hope these tips and suggestions help you get the right job.

1.         At no cost your CV should be repeated

The biggest mistake a candidate does is summarize their CV in the cover letter and that’s the biggest blunder one can do.  If the cover letter had to be a summarized CV, perhaps there would have been no reason to send a cover letter.  Obviously, no HR manager has time and patience to read same set of information twice.

You can safely assume the cover letter would either be attached to your CV (physically) or part of the same email (if sent via email) and therefore, the HR manager would have some curiosity to definitely glance your CV whilst he/she is reading the cover letter.  Hence, reading the same language in two documents wouldn’t make much of a sense. 

Rather, your cover letter should depict your enthusiasm and your keenness to join the organization and how your skills would be effective and useful for the organization. In the later part of this article I have captured these points.

2.         Do a thorough research about the Company and the job position

Before you even start to write a cover letter or modify your CV, it is very important to at least know little bit about the company and the job position to which you are applying.  Learn about the company, its employees, its strengths, the culture, the team with which you might be working etc.  If possible, identify why is the company looking for a candidate in that profile, the problems the company would have been facing and how your skills would be helpful in mitigating those problems.

Also, you should be very clear about the role that position will offer and how it will benefit you.  Without knowing the job profile, you may not be able to create a relevant and compelling cover letter.

Once you have done a thorough research it would be easier for you to identify the points that require a mention on the cover letter.

3.         Start with a strong punch line

You may not have been told about this, but starting with a bang always catches the eye of the HR people.  Just imagine from an HR person’s perspective.  He/she would have to sift hundreds of CVs and go through the same boring and routine CVs/ cover letters.  Therefore, if your cover letter starts with something new and catchy, it would surely attract him/her.

For example if you are applying for a position as a fresh CA in ‘Indirect Tax’ then you can think writing your punch line on these lines – “I believe my three years of articleship in Indirect Tax would surely be of immense value to your IDT practice”.  Or suppose, if you are applying as an experienced professional in ‘international tax’ you can think on these lines – “I am a seasoned international tax professional with 10 years of experience and I would love to bring my expertise and enthusiasm and help your team grow exponentially”.  There is a high likelihood of your cover letter being noticed.

Also, try and be direct in your communication without being ambiguous. Something like – “before you start reading about me, I would like to bring your attention to two reasons why you should consider me for this post…”

4.         Always use professional language and format

You cannot afford to be casual in wiring a cover letter, even if the HR person is known to you or you have sent your CV through a reference.  All job applications and cover letters should always be highly professional using a sophisticated format.  Every HR manager wants to see a sophisticated format highlighting candidate’s skills, qualifications and relevant experience for the job. 

5.         Tell how you can solve their problems

The best way to catch an eye is to let the hiring manager know how your skill sets and experience would help solve the organization’s problems.  This would be more relevant for candidates who have some experience that can be used by some other organization in their business. 

Basis your research about the company and the job profile, you might be in a situation to identify the problem and let them know how you would be the best person to resolve it.

6.         Be highly enthusiastic and short

Please be short but highly enthusiastic in describing your skills and qualifications.  Your language should be filled with some charisma on why you want this job as your enthusiasm reflects your character and personality.  Obviously, no organization wants to hire someone who is not enthusiastic in nature, not at least when he/she is applying for a job.  Try and convey a message to the organization about your keenness to join them, but don’t go overboard to show your desperation.  You shouldn’t be looking like an in-experienced fresher from a college for whom getting a job is like winning kaun banega crorepati. 

7.         Address the cover letter to nobody

You don’t want to get into an embarrassment by addressing the cover letter to Mr___ when the hiring manager is a woman.  To avoid that situation, it is better to address it as “To whomsoever it may concern” or “Dear HR Manager”.  It is always better to be safe by not writing anything rather than writing it wrongly.

8.         Try avoiding use the following phrase

Personally, I think it is best avoiding the phrase – “My name is ____ and am applying for the position of ____”.  The hiring manager already know about it and it might look in-experienced on your side.

9.         If you can’t physically submit a cover letter

In today’s digital world lot of companies don’t ask for physical copy of CV, rather they have their own portals where the candidates are required to upload their CVs.  In case they ask you to send an email then you would probably have an opportunity to send the cover letter along. 

However, in cases where the portal has specific boxes to insert the relevant information, you may not get a chance to send the cover letter.  In these cases, try and show off your enthusiasm and skills by using the appropriate words to be inserted in the boxes.  Or perhaps, you may get a chance to know the hiring manager’s name and email ID and then you can follow it up with a brief email highlighting the key points of your job application.


I hope these tips are useful and informative.  I would now like to summarise the Do’s and Don’ts:

Dos:

·                Have a strong opening statement on why you should be hired;
·                Be succinct, no one has time to read ling pages;
·                Illustrate your qualification and experience with examples and how you would be able to do justice to the job; and
·                Be formal.

Don’t:

·                Send a generic cover letter to every organization.  Try and be specific;
·                Have typo errors.  It is very unprofessional and sucks;
·                Try to go overboard on selling yourself.  Be concise and crisp.


So, finally after reading all the above tips and suggestions, I have tried to compile them to draft a cover letter.  Please note that this is just a suggestion and am sure if you work hard on it, you would be able to improvise and make it look much smarter.

-------------------

Dear Mr. [Name],

With the utmost enthusiasm, I would like to bring to your organization my very interesting and knowledge filled three-year articleship experience from [Company’s name] in audit/tax/accounting.  After having worked with marque clients like [Client’s name] and with a passion to learn more and serve more organizations with my knowledge, I would like to express my interest in this position with your organization.

I truly believe that I am an absolute fit for your company, because I can immediately bring to the organization:

1.    [Write skill #1 – such as ‘effective communicator’] – With my experience of working with marque clients like___, I have got enough experience of handling and communicating with global organization's, which would surely help in communicating with your clients.
2.    [Write skill #2 – such as ‘a disciplined worker’] – I have always showed exceptional professionalism and discipline in dealing with clients and my peers and with my attitude I had impressed ___ and ____ companies.  My award of the ‘best article’ is a testament to this fact.
3.    [Write skills#3 – such as ‘passionate’ throwing positivity around] – My passion to learn and explore more has allowed me to throw positivity in my previous organization [write company’s name].  Everything that I have been engaged with has been driven by my interest and passion to excel.  Even as an article I ensured that some part of my day goes to [action] and it is this passion that has taken me that far.

I look forward to contributing immensely with my skills and my infectious positive behavior to the [position title].  I hope I would get a chance to discuss my skills and how I can be an asset to your company.

Yours sincerely,

[Your name]

-----------------------

Just go and give your cover letter a personality of yours, sell your creativity, knowledge and experience to the hiring manager.  Make it work for you and the only way it would be is to write the cover letter yourself, rather than copying and pasting it or asking someone else to do it for you.

Your career is in your hand and you have to be extremely serious about it.  If you are not serious about it, then you don’t have a right to complain anyone about your failures.  Because then, it is only YOU who has to be blamed and not any one else.

I hope I have been of service to you and these suggestions help you craft a wonderful life for yourself.  You can keep visiting my blog www.nimishgoel.com for more insights and tips.

Wishing you green lights everywhere…

------------------------------------------------------------------------------------------------


Authored by Nimish Goel (www.nimishgoel.com), a chartered accountant with more than 12 years of experience and who’s passion is to coach and help young chartered accountants and aspiring students achieve the best in their life.  Nimish used to work with EY and PwC in India and has also worked with KPMG in Europe.  He now runs his own consulting company and runs a blog www.nimishgoel.com.  He can be reached for any queries and issues on his blog and on his Facebook page “Nimish Goel Blog”.  

Due Date for filing ST-3 extended to 14th November, 2014


F.No.137/99/2011-Service Tax
Government of India
Ministry of Finance
Department of Revenue
Central Board of Excise & Customs
***

New Delhi, the 24th October, 2014
                                            
ORDER NO. 02/2014-SERVICE TAX

            In exercise of the powers conferred by sub-rule (4) of rule 7 of the Service Tax Rules, 1994, the Central Board of Excise & Customs hereby extends the date of submission of the  Form ST-3  for the period from 1st April 2014 to 30th September 2014, from 25th October, 2014 to  14th November, 2014.
            The circumstances of a special nature, which have given rise to this extension of time, are as follows:  
            “Natural calamities in certain parts of the country.”

 Himani Bhayana
Under Secretary (Service Tax)
Central Board of Excise and Customs


To
All Principal Chief Commissioners of Central Excise
Principal Directors General Service Tax /Central Excise Intelligence/Systems
Director General of Audit
All Principal Commissioners of Service Tax/Central Excise
All Commissioners of Service Tax/Central Excise
All Commissioners LTU
All Principal Additional Directors General Systems
All Additional Directors General Systems





-->