opportunities for pcs in capital market · • stock brokers & sub-brokers regulations • fii...
TRANSCRIPT
OPPORTUNITIES FOR PCS IN
CAPITAL MARKET
Less Stringent Regulations
Intermediaries Lesser
Responsibilities
Less ListedCompanies
Less Compliant Companies
Several Stock
Exchanges
Scattered &Undeveloped
Market
Intermediaries: Established &With Greater
Responsibilities
StricterRegulations
More IPOs/ FPOs/Right Issues/
Takeover/Buy Back
DevelopingMarkets
VibrantStock
Exchange
More ListedCompliantCompanies
MoreCorporate
Restructurings
Value based Governance
GlobalRestructurings
International Listings
24x7Listing
New Trading Platform
Multi Product
Strict & Single Compliance
Revival of Inactive
Exchanges
More Transparency
Opportunities available for PCS
SCRA Act r/wSCRA Rules
Stock ExchangeDepositoriesSEBI Act and
Regulations
Listed Companies
Listing AgreementDP Regulations
Stock Exchange Trading Rules and Bye Laws
CAPITAL MARKET –Legal Framework
Intermediaries
Securities Trading
SEBI Act and Regulations
Listed Companies Intermediaries
Securities Trading• ICDR• Takeovers Regulations• Buy-back Regulations• Insider Trading Regulations
• Delisting of Equity Shares Regulations
• Issue & Listing of Debt Securities Regulations
• PFUTP Regulations
• Merchant Banker Regulations
• Bankers to an Issue Regulations
• RTA Regulations
• Stock Brokers & Sub-brokers Regulations
• FII Regulations• VCF Regulations• DP Regulations• Credit Rating Agencies
Regulations• Custodian of Securities
Regulations• Debenture Trustees
Regulations• Portfolio Managers
Regulations• Mutual Fund Regulations
How to make most out of the Opportunities?
Understanding the
Legal framework
Understanding the Stock Market
Understanding the Nitty Gritty of Capital Market
Certification Required from PCS Act/Rules/Regulations
If company’s share capital is above 10 lac but below 5 crore Section 159 of Companies Act, 1956 and companies rules
In the case of Buy Back of shares, Certificate regarding disposing off of bought back shares
Section 77A,77AA of Companies Act
In the case of filling Statement in Lieu of Prospectus Section 44 of the Companies Act
On quarterly Basis, Reconciliation of Share Capital Audit reportAudit report
55A of Depositories Act
Certificate on Half yearly basis for all certificates have been issued by the Company within one month of the date of lodgment for transfer, sub‐division, consolidation, renewal, exchange or endorsement of calls/allotment
Clause 47C of Listing Agreement
Yearly Certificate to certify that Company in Compliance of Corporate Governance (from PCS/ Auditors)
Clause 49 of the Listing Agreement
Complete internal audit of Stock brokers and clearing Members (Half yearly)
Brokers Audit
Change in Focus
CertificationCompliancesDocumentation
RepresentationStrategy & Planning
Strategy & PlanningRepresentations
DocumentationCompliances
Certification
TO
Source: SEBI Annual Report 2009-10
Source: SEBI Annual Report 2009-10
Opportunities are
Unlimited
Example I – Services required by Broker
Concept of Brokers Audit
SEBI circular dated August 22, 2008Mandatory Requirement of Complete Internal Audit of Stock Brokers
and Clearing Members by
Chartered Accountants
Amendment in Circular on October 21, 2008
Including Practicing CS and ICWA within the ambit
PCS & Brokers AuditEasy to Understand and Explore the Area
Example II – Services required by Mutual Fund
As Strategic Planner
PCS & Takeovers
PCS & Mergers/Demerger of Listed Companies
DocumentationStrategic Planning
Approvals Required
Tax Planning
Legal & Financial Aspect
Post- Merger Compliances
Due Diligence of Business
Scheme of Merger
Petitions
High Court
RD/ OL / ROC
Stock Exchange
19(2)(b) of SCRA Rules
SEBIStock Exchange
Legal & Procedural
Aspects
Post- Offer Compliances
Buy- Back offer & Offer
Price
Due-Diligence
PCS & Buy Back
Strategic Planning
Appointment of Intermediaries
Approval required
Coordination with
intermediaries
Role in Stock Exchange
Widening Horizons as an Entrepreneur
Corporate Professionals Capital Private LimitedSEBI Registered Merchant Banker
D-28, South Extn. Part – I, New Delhi – 110049, T: +91 11 40622200, F: +91 11 40622201E-mail: [email protected], Website: www.corporateprofessionals.com
Our Gamut of ServicesPublic Issue Management | Private Placements | Corporate Debt Funding | Mergers & Acquisitions |
Business Valuations | ESOP/ESPS | Transaction Advisory | Cross Border Restructuring
Pavan Kumar Vijay