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CRVI -Planning and Strategy

The rights attached to shares of any class of shareholders may be varied with consent in writing of the holders of not less than 3/4th of issued shares of the class. Sir in this approval is taken as per the 3/4th of the no. of shareholder or of holders who are holding 3/4th of the issue SC?

CIRP

Sir as we know ki during cirp co k against agr koi pending suit h toh woh continue nhi hoga but agr yh suit co k koi disputed asset ko leke h toh continue hoga kya?

ICDR UNDERWRITING

Sir underwriting minimum subscription tak hoti hai that is 90% but jo book building issue hai toh QIB ko jo 75% milta hai uski underwriting nhi hoti hai toh book building mai 90% ki underwriting kese complete hoti hai?

Numericals

Helo sir... Sir I need to ask that the vedio uploaded for numericals of funding on YouTube is sufficient or we need to watch any extra vedios for the same.

D&o policy

Sir to kaya ab se top 1000 company ko D&O policy bana ni hogi ?

Regarding IBC, 2016 bare act for December 2022

Sir I had a doubt regarding the bare act which we need to take for December 2022, as the one uploaded in the Google drive link is of August 2021, so from where we need to download the IBC bare act and of which date?

Mutual Funds- Growth Oriented Schemes

what is the difference between i) high source of income by way of dividends and ii)rapid capital appreciation both from holding of good quality scrips based on my understanding both of them mean the same thing,.. the second point is not clear enough.

IPO

Sir why does an entity's share price decreases after getting listed? As it happened incase of LIC.

Icdr

ICDR me specified securities ka meaning same as LODR jaisa hai kya? ( equity / convertiable sec.)

Section 141(3) Ineligibility of Auditors

Sir section 141(3)(d) mein likha hua hai ki agr koi person ya uska relative security or interest hold krta hai company mein toh wo Rs.1000 ki face value tak k security or interest hold kr skta hai but sir rules mein yahi limit Rs. 100,000 di hui hai. Kisko consider kre. Kyuki rules toh act ko kbhi override nhi kr skte toh us hisab se toh 1000 hona chahiye. Ya fir sir yahan par amendment aayi hai ???

Reverse merger

Hello sir Want to know the explanation of reverse merger And in the example of ICICI i want to know who acquired whom And why it is called as a reverse merger

decision by committee of creditors

Sir as we know ki majority decision COC 66%se leta h but if nothing is said than we will assume 66% or 51%?

Section 141(3) disqualification of auditor

In point d where he himself or his relative- Can hold security upto 1L hai ya 1000 hai coz in book 1000 diya hai & mene bare act me check kiya to vha pr bhi same bt prescribed me 1L so kya likhna hai exam me aur iska kya mtlb hai sir please let us know

Crpc & IBC

Sir if there is contradiction in the provisions of special act nd CRPC than what will prevail?

IBC

Sir IBC 2016 m can a cirp is done against the company which defaulted before the code come into force

LODR regulation 17(1A)

sir in this provision said person can not be appointed as non executive director who attained the age of 75 so this limit og age is applicable to executive director or not

Mutual fund

What do u mean by off shore fund

Company law

Sir i had a doubt in one of the model answers given by you to Question 2 of Abhyas sheet 1. What i could not understand is that according to Yoddha, NCLAT set aside the order of merger due to non registration. Then how in this case(abhyas sheet) is the appeal of RD set aside? The RD seems to be right about not allowing the merger so his appeal should stand. Please clarify,sir

Part b

In the last June attempt numerical from part b has been there where one question came that x person is risk avenor I got confused with the word avenor and solve the question as option writer but it was holder there according to this question there can be so many synonym for the for option writer and option holder how to deal with this plz give some refrence 🙏🏻🙏🏻🙏🏻🙏🏻

Edition 2

Sir, purchased lectures of MCS and funding in January 2022, Due to some health concerns I was hospitalised and was not able to give June 2022 exam. Now when I opened lectures for MCS , they have been recorded in March 2021. I’m concerned that will these lectures be valid for December attempt as icsi has given so many Amendments since a year and half. Kindly help me out how to study this. Regards Dipti Jeevan.

How to write answers

Sir... In corporate funding subject is it necessary to write the same language as of book language. Sir if u could provide the lecture number with chapter...

Should I buy module’s and bare acts

Sir, Will I need to buy module and bare acts for IBC and MCS for exam? As I’ve just started watching lectures and my exam is in December 2022.

IL 17

Sir as we know that even after liquidation order has passed under IBC company can be sold as a going concern,does it mean as per section 230-232 of companies act?

Regulation 6 of LODR

sir compliance officer ko coordinate krna hota hai board k sath, stock exchange k sath aur depository k sath. sir yahan pe board ka mtlb board of directors hai ya sebi hai

Exemption

Hello Sir I am your module 3 student CS Professional I got exemption in MCS but failed in Funding My query is whether I Should carry forward that exemption or should cancel it because it's quite difficult to get aggregate 100 in next attempt Please help by giving your valuable suggestion regarding this 🙏

Cash credit account

Sir I’m not able to differentiate between open cash credit and key cash credit. Are they related in some sense?

free download.

Hello sir, as you have mentioned we can watch free company lecture videos from free download and also you have provided link for it but to watch the video we need serial key. Can you help me with that? How can I watch your CL lectures?

Dec 2022 amendments

When will amendments of dec 2022 will be provided???

Exam related

It is mentioned in the ICSI instructions pdf, that we have to use only blue ink/ball pen. Initially, I was told back is compulsory. Can you please clarify the right color of the pen as I'm not in contact with any other institute for such queries?

Mutual fund

What do you mean by funds of fund

MCS

Sir when we are writing the answer of MCS then we have to write the facts twice, once in facts and questions involved and other in applicable judgment and provisions. Sir it's necessary to write the facts in applicable judgement and provision again

Section 186

Sir, In section 186, does investment company needs to be holding company of other investment company? I mean does it have to invest more than 50% in other investment company?

Section 8 Company

• In case of Section 8 Company, the time, date and place of each AGM are decided upon before-hand by the Board having regard to the directions, if any, given in this regard by such company in the general meeting. Sir I didn't get interpretation of this provision

MCS(Edition 3)

Sir I purchased MCS(Edition 3) in July 2022 My attempt is in June 2023 I just saw your video that students appearing in June 2023 attempt must go for MCS(Edition 4) Now I want to know whether MCS(Edition 3) is totally irrelevant for June 2023 or not? I know I'll have to do some amendments and I'm totally fine with that But I want to know whether major content is same or different between MCS (Edition 3) or (Edition 4)? If 70%-80% content is same then I can continue with Edition 3 or else I'll have to book lectures for Edition 4

Insolvency amendments

Sir... Are there any amendments in Insolvency laws and where can we find them?

Can a COC be formed with less than 10 FC's

Can a COC be formed with less than 10 FC, if not then what if a company has less than 10 FC, how would a COC be formed in such a case.

Section 105 Proxies

What will be the validity of application of proxies if deposited after 48 hours of the meeting For example If Article allows 72 hours act says 48 hours ? Is it valid? Can company make such provision of 72 hours?

Exams

Sir would you recommend writing CS executive paper with black pen?

SEBI ICDR REGULATIONS 2018

Sirji I am having a doubt regarding floor price and what's the difference between floor price and face value?

MCS_ 3rd group of cs professional

Sir, I hope you are doing good... I have purchased classes for june 2022/Dec 2022 attempt [ recorded one]... But due to some reasons didn't saw your classes yet now I have started to watch your classes to give attempt in Dec 2022 now I have all 3 subjects editions 2 books of cs professional 3rd group... Now my question is whether I shud go ahead with same books specially for MCS..As u said in you recent video that don't refer edition 2 books of MCS for Dec 2022 please let me know is their are drastic changes in edition 4 compare to edition 2 and if yes then please give suggestion how do I manage as lectures which I will abt to start is as per edition 2... Hence will my time get wasted ..will you provide me the link of relevant lectures link now I have not even started to watch it..? please suggest me

Sweat equity

Sir please clarify me , whether company can issue sweat equity shares to its independent director ?? independent director is we can say a part time non- executive director then whether he will be counted in defenition of director and employee for sweat equity shares??

CHARGE

Sir, in lecture 57 you had taught the concept of Second and subsequent Mortgage. Will a bank usually allow the second and subsequent mortgages to other banks? Sir my second doubt connecting to the previous question is, won't the 1st Bank hold with themselves until the loans have been repaid, the Title Deeds of the particular property of a company in which the 1st charge has been made? If so the Bank holds the Title Deeds, why would it hand over those Title Deeds to another bank in the second and subsequent mortgages? Without the Title Deeds will those subsequent banks give loans to Companies?

Partnership act

Kya sir one active and one sleeping partner make partnership

DEPOSITORY ACT

PERFECT MEANING OF FUNGIBLITY WITH EXAMPLE ??

REGARDING CHAPTER WISE VIEWING OF VIDEO LECTURES

Hello Sir I am a Google Drive student of Funding and Listing Batch (Edition 3) . I have my attempt in Dec 2022.In total there are 72 lectures in Google Drive link so if i want to first watch lectures of LODR then from which lecture number will that be starting ? If its Possible kindly provide me the List of Lecture Number for LODR as i want to cover that portion first. Awaiting your response. Thank You Jayati Khakhar

1.Share Based Emp Benefit & Sweat Equity Reg,2021. (2)Takeover code

1.Chpt Share Based Emp Benefit : Where a separate resolution to be passed in 4 cases, if any work is done in a combination then two separate resolutions to be passed for such Or thorough single resolution it can be done. 2.Takeover Code Q.4.a Dec 2019 as gift is given to immediate relative of vihaan which comes under exempt category then how we can consider it in gross acquisition

Committee of Creditors

Who will be the part of COC? In what circumstances OC and FC both include in COC. And in which cases COC includes only FC or OC

Foreign portfolio investor

Sir, I have a doubt regarding foreign portfolio investor in your notes there are 3 categories but in institute module there are 2 categories which one I should refer?

Chapter 8 non fund based credit facility

Sir letter of credit nd letter of guarantee are same or not?

Purchased edition 2.2 appearing in dec 22

Hello sir, I have MDC and funding lec and books of 2.2 and I am appearing in dec 22. Can u please say if I should hear and study with 2.2 or should purchase edition 3 for MDC and funding ?

MDC Book to carry for dec 22 edition 2.2 or 3?

Hello sir, should I have MDC Book edition 2.2. should i carry 2.2 or edition 3?

PPIRP

Sir , as per section 54A(2)(d) corporate debtor is eligible to submit a resolution plan under section 29A , my question is that considering the provisions of section 29A how can a corporate debtor is eligible to submit resolution plan as there are some NPA or some other things thatwhy it is undergoing ppirp

ICDR regulations

In funding chapter 1 In case of book building issue lead manager becomes underwriter. Then in fixed price issue it is said to appoint underwriter through sebi regulations. Can lead manager become underwriter in fixed price issue also?

Listing

Sir Can a private co. be listed on private placement basis?

Additional notes

Sir from where do I get my additional notes as I'm Google drive student and I need additional notes pdf

Promoter contribution

Sir we have read in regulations that pc must be 20% of post issue capital , let's assume a situation ,in which a promoter is holding that much proportion of pre issue capital which later on after new issue of share remains greater than 20% of post issue capital , will he still need to contribute in such new issue of capital .

REIT & INV TRUST

Sir should I watch lecture of edition 3 for topic REIT AND INF TRUST or I should proceed for remaining chapters...my Q arises because you have provided this lectures in Google drive.... Otherwise I have seen your video recently in YouTube

Final price or price band

Sir please clarify me ...here said k issuer announce the final price at least 2 working days b4 opening of issue and above said k when prospectus filed wiled with Roc contain only one price.... And further its prov k after 3 days from filing the prospectus with ROC issue can be open....contradiction of 2 and 3 days is there??

Share based employee benefit & sweat equity regulations

Sir trust ko exceptional cases mein hi shares ko sell krna allowed hai, usme jo 1st point hai ki employee k tax obligations ko meet krne k liye trust respective shares ko sell kr skta hai, toh sir tax obligations kese arise honge ye smjh nhi aaya

DISPUTED CLAIM UNDER IBC

What will happen to disputed claims in CIRP proceedings, whether it will borne by the new management

LODR- nomination and remuneration committee

Sir in nomination and remuneration committee amendment come and substitute 1/3 independent director to 2/3 independent .and sir in case of outstanding SR equity share the limit is still 2/3 Is it correct

Related Party Transaction

Material Related Party Transaction is entering into transaction which exceeds rs 1000 crore or 10% of turnover whichever is lower, but does that mean equal to or more than in 10% case? Example: company's turnover is 1000 crore, transaction entered is 100 crores, so turnover's 10% would be 100 crore. Will this transaction be material ? As it does not exceed 10% it is equal to 10%?

Prepackaged insolvency resolution process

Sir actually there is no class for pre packaged insolvency resolution process in the link which u provide..how we can watch this class...

Exam discussion

Sir meine study start kiyaa dec se abhi 3 subject pe i am focusing RCD CRI and Insolvency and I want to appear for June 23 all the 3 modules so i have taken recorded lecture of all subjects so i think that if i complete syllabus by 31st March so April and may i can do self study is planning good to appear all 3 modules in june 23 and any suggestions kaunse subject kab khatm karoo abhi RCD and Insolvency is dec mei hojayga over baaki aage kaise approach karo please can you help me with this sir

Authorised representative to seek preliminary views

Sir please explain the following provision Time window of at least 12 hours to submit their preliminary views and the said window should open at least 24 hours after the authorised representative seeks preliminary views

Need necessary guidance for clearing executive along with a job

Sir I am one of your google drive student for module 2. My attempt is in June 23. My bcom is completed. I was doing job along with bcom and now also I have to do job along with the CS course. Atleast along with the executive as my financial condition is very week. I have lost my father 2 years back in an accident and now whole responsibility is on me.. I wanted to ask you, can we clear executive along with 10 to 6 job.. not both the groups in one stroke but one - one groups. So just wanted the guidance from you for June 23. I am giving module 2 in June 23. I have your lectures of group 2 and started watching today. How should I approach to clear module 2 in June..? Is it possible to do along with job? What should be the targets? Can I complete course on time along with job? What should be the plan.. please guide sir.. I have capability to clear but along with the job it is going to be very very difficult.

Section 53 of IBC

Once company declare dividend then it becomes an enforceable debt on the comapny, but if after declaration company goes into CIRP and it leads to winding up, will the declared dividend is considered as debt. If yes then it ranked above preference shareholders in waterfall arrangement (i.e any remaining debts and dues)

LODR Regulation 17(1B)

Sir in the amendment class you have told about the omission of the provision of separation of role of chairperson and MD/CEO. Does it mean that now top 500 Listed entities can have a chairperson who is even an executive director or is MD/CEO or related to MD/CEO

LODR is to be studied from edition 2 or edition 3 book?

Hello sir, I have studied corporate funding and listing from edition 2 book and in the edition 3 book chapter-13 (LODR) there are so many topics which have been excluded and some are included.....so what should I do now? Which one is applicable edition 2 content or edition 3 content?

SME exchange

According to the provisions only a company with Post Issue Paid up Cap. (PIPC) less than 10cr may be listed on SME exchange, and a co. May 'continue' to be listed if it exceeds 10cr - 25Cr, hence the question being can a company having PIPC of rs 22cr for example be listed on a SME exchange?

Alternative Investment fund

Good afternoon sir, Sir my question is in category 1 AIF sub category (venture capital fund) the 1/3 rd investment has to be collectively done or can be invested in any of the following : IPO of VCU, debt, Spv.??

Deposits and loans

Sir please tell me the difference between inter corporate loans and inter corporate deposits , in both one company borrow fund from lending company , then what is diff in both other than sections which are 186 and 73 to 76.

SBEB regulations 2021

Sir, I have a doubt that whether SEBI (Share Based Employee Benefits and Sweat Equity)regulations 2021 applicable for dec 2022 exams for cs professional new syllabus?

CIRP

reference IBC class notes [sir i got some confusion in this 2 case] Page 3.40 Radius Infratel pvt.itd case & page 9.3 steel konnect (india) pvt ltd case erstwhile director , officer or there authorised representative , shareholder file appeal on behalf of CD ye interpretation right hai kya i confuse because of ....conten in image

ICDR-Right issue

Sir, if there is reservation for employees to give right issue to them, Is the purpose of right issue is defeated or contrary to law becoz right issue given to only existing shareholder and hereby we are reserving rights for employees and giving share?

Lock-in of Specified Securities

Is the lock-in amendment (18 months instead of 3 years and 6 months instead of 1 year) applicable to lock-in of specified securities as well?

Audit Committee

If the company is listed after a fresh issue of shares to the tune kf rs50 crores in such a situation would the company be liable to constitute audit committee

Hypothecation

Hello sir, Actually I'm confused between hypothecation and pledge. Is the two same ? If no, then what is the difference?

Cash Credit on page number 8.2

When a term loan is disbursed,cash credit facility is sanctioned or a Bill is purchased or discounted cash flow takes place.

Minority shareholders and dissenting shareholders

Sir, what is difference between minority shareholders and dissenting shareholders?

CL 20

Sir as per the case law Jindal steel and power limited vs arun kumar jagatramka and ors (NCLAT) It was held that promoters cannot file a petition under section 230 to 232 during the liquidation So sir if there is an arrangement entered between promoters and creditors and petition is filed by creditors under these section is this allowed Despite of fact that promoters are party to the arrangement ??

LODR

In certain regulations It is written as Top 1000 listed entities from 1/4/19 shall comply certain things & Top 2000 listed entities from 1/4/2020 need to comply the same certain things. Why is it written for the previous amendment?

Amended books required

Hello Team, Greetings. I have purchased Shubham Shukalecha sir's lectures of funding nd MCS in Feb. 2022 I have edition 2 of the books, and I am preparing for my Dec 2022 exams. Now I want to know Can the edition 2 books be continued or shall I use new edition books...?

IBC FAQ's no 30

Sir , in this faq it is stated that no adjustment can be made by the corporate debtor against any amount even if the corporate debtor acts as the creditor in that transaction But sir ese koi bhi transaction jo corporate debtor ke loye beneficial hai wo to allowed hote h na?

Depositories act 1996

How to create encumbrances on securities in demat form?

LODR

What is the meaning of shelf prospects? Can you plz explain me in detail

Locking period

Sir aapne kaha tha ki . company remaining share ki price call within 1 year mein karna hota hey . but koi company to at time winding up ke liye bhi reserve karti hey na.To wo to 1 year se jayada ho jaye ga

SEBI (ICDR) Regulations, 2018

Hello Sir! I am your drive student and have one query. In book building method while issuing Red Herring Prospectus company has two options regarding disclosure of price band or floor price i.e. in RHP or Newspaper (1 day before opening of issue in case of FPO and 2 days before in case of IPO) so the question is as issue is going to open next fine day then when will company issue final prospectus? Because, bidding and calculation of cut off price will take time .

SAST Regulation,2011-Bail out takeover

What is bail out takeover?

Funding & IBC

Sir, i purchased recorded lecture of group 3 for june 22 but m appearing in Dec'22. I have edition 2 books so for funding & ibc what all amendments do i need to do i.e Dec 21, june 22 & Dec 22 amendments ?? or only june 22 & Dec 22 amendments?? In edition 2 book have already incorporated Dec 21 amendments??

I 5 Ed. 4

sir, if there is no agreement between landowner & tenant then tenant kis basis of evidence pe suit file karega for title of land .

Persons who cannot initiate IBC

Under sec 11,if violation made by one FC only he is disqualified to initiate CIRP, or all other FC's get disqualified?

Question 23 of Abhyas sheet 2

Both model answers have different conclusions. Model ans 1 states that appellate is not eligible for compensation for loss of office. Model ans 2 states that appellate is eligible for compensation for loss of office.

Meeting of Independent directors

Amar one of the independent director of ignite colour ltd which is a listed company which intends to hold a meeting of independent directors without inviting the managing director of the company. Is the action of the independent director bails ?

Query for June 2023 Examinations.

Sir, I want to take classes for Funding and Listing for June 2023. My question is, is Edition 3 applicable for June 2023 ?

Drive link related

Sir in lecture no. 18 u asked us to maintain a notebook where left hand side we need to write our own answer and right hand side the answers of urs which will be there in the drive link , but the problem is I can't find the answers in any of the link provided by inspire academy team . Please can I get the link as soon as possible so that further I can improve on my answers . Thank you . Waiting for ur response

CSR - impact assessment

What is the meaning of impact assessment? Sir

ICDR SME EXCHANGE MIGRATION TO MAIN BOARD

The doubt is when the company having the capital exceeds 25crores have to migrate for main board but what if they do not comply with main board eligibilty criteria till that time will they be considered as a delist company or will they be still listed on SME exchange?

Section 11 person not entitled to make applications

sir in point c it is written a corporate debtor or a financial creditors who has violated any of the term of resolution plan which was approved 12 months before. But agr violation corporate debtor ne kiya hai and fresh applications koi aur financial creditors dena chahta hai toh woh bhi not entitle hoga?

Icdr regulations

Pricing of sweat equity shares and prefential shares Which one is right?

Regarding dividend received

Sir mujhe ek doubt h jb hm share buy krte hai ya sell krte hai tb hme profit ya loss hota jaise uss share ke prices chl rhe h.lekin jb hm share hold kr ke rkhte hai tb hme dividend kaise received hota hai??

Section 43

If the XYZ ltd. requests to borrow from an existing unsecured creditor Mr.A a fresh sum of amount over his existing loan, Mr.A agrees to the loan provided he is converted into a secured creditor for the total amount owed to him by the company, will this transaction come under section 43 or will it be considered as a valid transaction?

ICDR regulation

We have to allocate 5% of QIP portion to Mutual Fund as per regulation 32 and 129 Whereas according to regulation 179 we have to allocate 10% to Mutual Fund of QIP portion I m confused in both. Kindly enlighten!

Llp

Can minor become partner in llp

Sec 188

Def of related party a pub co in which dir Or manager is a director and holds along with its relatives more than 2 percent of share capital So in this holding can be of dir manager or relative individual or tog like dir and relative and holding can be like of two dir?

Section 46&47 undervalued transaction

Is employee considered a non-related party in section 47? As it was mentioned before in section 43.

employee stock option scheme

esops dene k time co secondary market se bhi shares de sakti he to vo shares to public k pass hoge to employees ko dene k time vo shares nikalege kaha se ager public k pass se buy kiya to exit price dena padega na sharehoders ko jo bhot high hota he to co secondary market se shares kaha se jama karegi ?

Sec 177

Composition acc tu lodr as said min 3 dir and 2/3 id so this 2/3 limit is min and can be increased of independent dir?

Validity of edition in relation to the attempt

I wish to know whether edition 3 is valid for June 2023 exam

CL 22 (S. Gopakumar Nair & Anr. V. OBO Bettermann India Pvt. Ltd. (NCLAT)

I have a doubt regarding MCS case.. CL 22 (S. Gopakumar Nair & Anr. V. OBO Bettermann India Pvt. Ltd. (NCLAT) Sir, I think there has been some confusion. 1. In Brief Facts point no. 4, petition before NCLT u/S 241 was filed by minorities (i.e. the appellants S. gopakumar Nair) and not OBO. 2. NCLT rejected the petition that the minorities do not hold min. 10% paid up share capital. Sir please if you could help explaining that case. Thank you

Ch 3 depository participant

Sir who is issuer ,is it the listed company who issues the share? What is difference between depository participants and stock broker. How the prices on stock market are decided?for example if today reliance share is trading at2435, how this price is decided

General.

Hello sir. I purchased the recorded lec of SLCM and today finally with huge satisfaction I have completed my lectures....thank you soo much for those wonderful teachings ❤️ 😊 ... Sir avi sai lekke to do revision 2+ months bacha hai so...should I read module and scanner or I should follow our main book only....my module 1 is already done in June 22 and I have only module 2 in December so please let me know about this sir because aapne bataya ki 2 months hii hai tho module keliye time nai hoga but couldn't get clarity on whether you said that on view of single module students or both module....so please clarify sir 🙏🙇‍♂️ I had messaged you in instagram then later i came to know i have to reach to you this way. Sorry for messaging in instagram. Thank you.

General condition for making IPO point (f)

General corporate purpose shall not exceed 25% of the amount being raised by the issuer In this 25% kiska lena h ?? IPO me jo amount raised kiya uska ya total project cost jiske liye IPO kiya gya h ??

SEBI chapter no .4 topic:- investigation

when SEBI has power of civil court then why investigating authority is required to take magistrate approval for seizure of docs etc he can directly approach to SEBI to give order for such seizure?

Corporate social responsibility

Good evening sir As you told that csr includes the activities done in the normal course of business from the amendments of August 2021 so if academy providing free revision lectures will also be included in csr or not??

Mcs module

Hello sir, Is it necessary to read mcs module or is yoddha enough?? And also, if we write "facts and question involved" and all the headings in small is alright or is capitals compulsory??

Independent directors

Hello... Sir Anant this side.... From google drive batch.... Sir i have a queries on independent directors ..... . . Promoter himself or relative of promoter or director of the company,... Sir in this statement.... Sir mukesh ambani is also a director of a company.....how can neeta ambani be an independent director?

coc mettings

RP ARE REQUIRED TO GIVE NOTICE OF MEETING TO SUSPENDED BOARD ALSO BUT IF AGGRIGATE DUES ARE MORE THAN 10% THEN THEY CAN'T ATTEND MEETING AS WELL AS NOT LIABLE TO RECEIVE NOTICE......RIGHT????

Artices and memorandum

Sir to insert any point or amend the articles or to change in memorandum there is need to take board and shareholders permission like for example to increase the quorum in articles pemission need to be taken? If yes? Then whose permission

Sec 29A of ibc

Is Merely being a promoter itself disqualify person from submitting a insolvency resolution application?

Section 52 secured creditor

Sir agar creditor realise it's security interest outside the liquidation ka option avail krta h. Assume kr rahe Agr koi asset 10 cr ki or wo creditor ne 12cr ki sale kardi toh jo liquidation cost hogi wo konse value se deduct hogi 10cr ya 12cr .

Sast regulation 2011

In a particular case, a target company issued 200 lakh warrants @ ` 100 per warrant to two promoters enabling them to get a right to have equity shares at a later date by paying ` 50 crore up-front. Assume that such a preferential allotment is made as per the preferential issue guidelines of SEBI. In a takeover bid, the contention before the SEBI is whether these warrants should be treated as partly paid-up shares. (4 marks) 2014- Dec [1] Is this question relevant for dec 22 examination?

Private Equity

Is private Equity and Private Equity fund same ?? Answer in scanner was bit different

New edition book required ??

Good morning sir, I am ur professional student & bought classes of all 3 subjects of 3rd moduleI in feb but bcoz of hectic office timings couldn't watch lectures of mod. 3 & attempted only module 2 in june exams. So, now i have ur 2nd edition books of all subjects of 3rd module so should i buy ur new edition books for dec attempt exams ?? Thanks & regards Bhavika Sardana

Ch:1 Company law (Aruna oswal v. Pankaj oswal)

In this case, you told in the class that for filing the suit of oppression and mismanagement there is requirement to hold atleast 10 % of shares. And similar case can be ask regarding Agm that who is eligible to hold agm and for that specific shareholding must be there. So, my question is that what is the required shareholding a person must have for hold the AGM.

Eligible people to issue Commercial paper

Sir PDs : Primary Dealers kaun hote hai ?

Directors

Sir id ssd alternate add cv nominee these all are non executive directors and one person can hold 2 directorships in same company like for example person can be alternate as well as ssd in same company? If not then alag alag co meh toh alag positions hold krskte na

ICDR-offer for sale

In offer for sale, who does the compliance work either the selling holder or company?

Preferential issue( lock in of securities)

Sir please explain regulation 167(1). I am confused because it is written 20% of total capital cannot be locked in for 18m. For eg promoter ne pref issue me share liye but uski total capital mai already 20% share locked in hai. Toh usne jo pref issue mai share liye usme 20% pe bhi 6m ka lock in aaega

Directors

Sir add alter nominee cv directors these all are appointed by board only or with board requires approval of shareholders or is there any other way?

International listing

Hello sir, taken your recorded batch version 3 of funding i have a doubt i m currently learning international listing chapter…. The concept of how to get listed on sgx main board should i learn it full from the book as given as the points are too vast?… for eg point 4 5 and 7 and the handwritten notes points are to small so how much exactly i should learn for the same

Funding and mcs

Funding = Sir minimum 90% should be subscribed in IPO but noi not in case of offer for sale. But if we are making IPO + OFS then 90% should be of only IPO PART. Is it correct? MCS = Sir, NCLT has exclusive power in company law matters then how in many case laws of mcs writ petition is filed before high court. And then why high court doesn't transfer such cases to nclt?

Eligibility norms for public issue- Offer for sale

The company has net tangible assets at least rs 3 crores in each of the proceeding 3 full years(of 12 months each), of which not more than 50% held in monetary assets. However, if more than 50% of the net tangible assets are held in monetary assets, the issuer has utilized or made firm commitments to utilize such excess monetary assets in its business or project. This limit of 50% shall not apply if ipo is made through offer for sale. Sir please explain what is the meaning of offer for sale?

Allottees under real estate project

Section 7 of IBC tells that allottees under real estate project can file case jointly by not less than 100 allottees or 10% of total number of allottees...so can we conclude that single allottee can not file case even if his default is more than 1 cr rupees

Circuit break and limit order

1) Limit order kuch to exemption rhti hogi n aise kaise vo apne man price mil jayega 2) Kitne dino me order excuted hona chaiye

Takeover code

Sir jab takeover code main agar acquirer hostile takeover kare toh usko 26% open offer kisko dega Eg if like ambani has reliance 50% share and trump want to takeover in reliance and he acquire 25% from open market as hostile takeove 1) still he has to give open offer 2) and if he Wants more then 25% share in reliance but 50% is hold by Ambanis and can he get more then 25% from open market

Depository

Public and unlisted public can also use the depository their is no restriction

Reservation on competitive basis

Sir reservation on competitive basis topic me 100 rs me se 20 promoter ne lelia, ab 80 issue size hai usme se employees 5% (4) and shareholders 10%(8) ke lie reserve kr skte hai Or baki bacha hua 68 rs net offer to public wali %age me reserve hoga? One more question Retail individual investor ki max limit 2 lakh hai in reservation on competitive basis or use fr net offer m apply b allowed hai... Pr uske ps to fr more than rs 2lakh ke shares hojaege ... Fr vo RII nhi rahega to use fr ye net offer wala option b nhi milega because vo other than RII hai

Mutual fund's Cut off timeline for NAV

Sir, in mutual funds you explained If the transaction is more than 2 lakh then the NAV shall be considered of the day on which funds are received for utilisation. I understood that in case a person wants to buy units he will transfer the amount to the Mutual funds and the day amount will be received the same NAV will be taken but I cannot connect the procedure in case of selling units above worth 2 lakh. I mean in case of selling of units to whom the amount has to transferred or received? I dont understand that

Recovery of amount by adjudicating officer if any person fails to pay the penalty.

What does 'attachment’ mean here ???

Can Unsecured Loans from Directors be converted to Equity

Can Unsecured Loans from Directors be converted to Equity without any agreement made or resolution passed at the time of receiving such loans (regarding such conversion) ? Is there any other possibility for such conversion now?

Short selling

Sir I am not able to understand the concept of short selling watched that part of the lecture multiple times still didn't understood well

Regarding recent amendment by icsi in chapter 5

Hello Sir, very good morning. I seek your assistance regarding recent amendment in corporate funding which was given by our institute in Chapter 5 pertaining to SEBI ( SBEB and sweat Equity) regulation 2021. As you said after waiting till October 10, we will actually finalize what to do.

Fmsm

In this dividend payout ration formula is d/eps*100 Then we take out d1 but here why they have take the dpr of earning

CIRP

Sir why financial service provider is not included in the definition of corporate applicant

ICDR, Reg. 103- eligibility requirement for FPO

Sir, my doubt is if there is no name change (condition 1) then that means yes issuer can do FPO ??? Becoz the only condition is if there is name change then co. Shall earn atleast 50% revenue from the activity suggested by new name. (Attached an image of provision) I mean sir ki 1st condition is if change of name then.... & alternative eligibility requirement says- if co. Does not satisfies the criteria of 50% in case of name change then there is an alternative to it that if FPO is through book building....... But other than this 1st condition there is no other condition for FPO & agar co. Ne name change nhi kia hua toh bs koi condition nhi hai or seedha FPO kr skti hai ??? Am i correct sir ??

Withdrawal of application of CIRP

An operational creditor withdrew his application on the basis of an settlement between OC and CD. Afterwards the CD failed to address the grievance of OC for which they reached the settlement. What remedy is available for OC in this regard and what is the time limit available to OC to proceed against CD?

Jumbo Certificate nd RTA

Sir pls explain what is jumbo certificate and what is registrar and share transfer agent

Capital market instruments

Sir what is the major difference between debentures and bonds

Promoter minumum contribution

promoter h mukesh ambani....wo ab 75 saal k hogye suppose .....company issue laana chhati h koi or company ka past record nhi h dividend ka koi nd company k shares frequently trade bhi nhi hote h....ambani retirement m h apne....bt promoter h toh tb bhi ky unko paise laane honge promoter min contri ke

Explosion of member in company

There is a word " Repugnant" What is the meaning of Repugnant of the provisions of companies Act,2013

Regarding which material to refer for Dec 2022

Hello Sir. I took your funding and mcs classes for dec 21. Due to some medical issues I was not able to give my 21 attempt. I’m giving dec 22 attempt. I have edition 2 of funding and mcs. For dec 22 which edition to refer for mcs and funding?

Mcs

Sir, within how much time should the MCS paper of 60 marks be completed? Sir I am able to write 6 questions in one hour is this time is perfect or I have to reduce it

Amendments related query

Hi Sir, I am giving exams for Dec'22 CS Exec. Would like to know whether to read the amendments related Aug 2021 or not? If yes, kindly help me with the link to refer the same.

Voluntary Liquidation (Section 59)

Can a company opt for voluntary liquidation even if he is unable to pay his dues to creditors? Or he should file an application under section 10?

Chapter ICDR

Hello sir . Sir ek doubt hai please please please aap clear krrr do yh jo 26 weeks hai abh yh 90 trading days ho gya hai na because apne ICDR mai toh 90 trading days pdaya tha but apne pratical sessions wale lecture mai yh 26 weeks pdayaa toh yhh confusion create krrr rha hai . Please clarify this .

Share based employee benefit and sweat equity regulations 2021

Sir if a company goes for secondary acquisition then it has to create a trust but sir whether the provisions of buyback regulations will be applicable or not on such secondary acquisition through trust route?

Interim finance

Pls explain the point of interim finance for irpro

Underwriting

Sir kya underwriting karwana compulsory h jo v company ipo ya fpo la rhi uske liye?

Price band

Sir plz explain floor price uper and lower

promoters contribution in FPO

as per SEBI LODR Regulation, minimum promoters contribution shall be either 20% of proposed issue capital or 20% of post issue capital. For eg, company made an IPO of 1000cr in 2010 in which the promoter held 250cr. In 2015 promoter sold shares worth 100cr since the lock in period is over.Now in 2021, company is coming up with an FPO of 500cr. Will the condition of minimum promoters contribution be fulfilled, if promoter contributes only 100cr i.e 20% of proposed issue since his total contribution i.e 250cr will be less than 20% of post issue capital

ICDR

Hi Sir preferential issue pricing ( frequently traded) 26 w k jagh 90 days hua hai na Actually apke quick revision me dekha But edition 3 me 26 w hi hai. Mere pass apke 2.2 version k notes hai Usike lecture liye the last attempt me

CL 28 AHAMED MEERAN V. RONNY GEORGE &ORS

the legal issue involved: when can NCLAT grant exemption or waive off under section 244 of companies act 2013 decision: exemption can be granted only in exceptional cases where it is impossible for remaining shareholders to file for oppression and mismanagement i.e, where all of them combine holds less than 10% of issued capital section 244 of companies act also allows the application for oppression and mismanagement by 1/10th of total members which is applicable in all cases. So how can a situation arise where it will be practically impossible for remaining shareholder to make an application.

Composition of SEBI

Sir I did not understand that how many actually persons are there 6 or 7 or 8 in SEBI's composition. So please explain the composition.

Board meeting and general meeting

sir ek doubt hai ki board meeting and general meeting mai kon si National holiday pr ho skti hai and sir time business hours 9-6 vala kis k liye hai . And place kis k liye Registed office mai krna mandatory hai.

Listing of shares

Sir if a private company wants to get listed it will come up with ipo and get shares listed But in case of unlisted public company, will the company directly come with fpo for listing? Or it can list its already issued shares to public?

Payment to operational creditors in liquidation

In guideline answer of June 21 questions no 6(b) last line- it states that the unsecured financial creditors will rank above the Operational Creditors but there is no difference for payment in liquidation because difference is between Secured and unsecured creditors in fact section 30 of IBC also states that oc and dissenting creditors has to paid before payment to FC

New edition

Sir I have edition 2.2 of ibc and there are many changes due to which I now have lots of additional material to handle in the exam room according to me it will consume much time. Could you please allow me new edition lecture and notes at additional cost or any other suggestion as per you. Sir please help.

Leverage Mutual funds

What is Leverage Mutual Funds?

Insider trading

In reg 4, insiders can trade off market, in this will the parties be insiders of one company Or insiders of different companies?

Last date for submission of claim after public announcement

Sir how many days the creditors get to submit their claim after public announcement. Is it 14 days. If yes, then please tell where it is written, in which regulation or in which section.

Module 3 Papers

Good Evening, sir! I am deciding to give two subjects of module 3 with Module 2 in December 2022. So, 1) Can I give such combination? 2) will module 3 be counted as second attempt in June 2023? Koi problem toh nhi hogi aise selective paper Dene m?

Numerical question

Hello sir, can you please help me with solution of this numerical.

Clause b of sub section 2 of section 30 of IBC

Sir ye shall not less than jo bol rhe hai ye kisse comparison kar rhe hai

Related Party Transactions

Can you plz explain this , when will a transaction with a releated party be transaction?

Direct and Regular Mutual Fund

Sir Kya ek co. Direct aur Regular dono Mutual Fund public ko de sakti hai Matlab apne aap se aur broker dono ke through de sakti hai

Price and Price Band Pt. 5

If the company chooses to disclose their price band in the Newspaper, then the financial ratios for the upper & the lower band will be disclosed in the Newspaper itself as the the RHP is already filed?

Evaluation matrix

Sir what is evaluation matrix ?

Writing practice

Can we write the case law as I have written?? And 2nd question is I m confused between section 139(5) and 139(7)

Section 29A of IBC

Sir i have one doubt in IBC, please help me to solve this.. if one Company is in IBC and Mr. D and Ms. V husband and wife are directors of that company and Mr. P father of Ms. V and F-I-L of Mr. D wants to become Resolution Applicant then Can he become Applicant as per Section 29A?? plss answer sir.

Takeover code

If the target company is a private company and the acquirer company is an unlisted company will the takeover code be applicable?

Share based Employee Benefits

Seperate resolution passed Under that 4 conditions is it an ordinary resolution or a Special resolution

Section 2 of ibc

Whether ibc applicable on foreign company also. (Foreign company as per companies Act)

ECB limit

I had found something on Google, wanted to know whether the limits were changed in ECB or the same in the lecture.

Basic

For example sir mere pass koi share h physical to me depository ko kese duga jese courier ya or kuch

pricing of frequently traded shares in preferential issue

the provisions include determining the price of shares on the basis of 90 trading days, but as above mentioned it is pricing of frequently traded shares[ which by definition are defined as those that traded for "240 trading" on any recognised stock exchange amounting to at least 10% of total shares]. If equity shares of issuer are listed for a period of 90 trading days- 239 trading days , how can it be determined as frequently traded shares?

General meeting

If in a company 8 director present in a meeting and total number of director is 15 . And meeting get started after 3 hour of started a meeting. 3 director left in middle of meeting. Will quorum still present or resolution which passed in meeting is still valid? If no .Resolution which passed in meeting can it get Ratified

Internal reconstruction

Sir why do companies convert shares into stock. what is basic purpose behind doing so ?

Mutual funds

Sir mujhe lectures dekhte tym smjh ni aaya kaise asset management company aur mutual funds kaise profit bnate h.

BuyBack

Sir, in case of buy back of Securities through stock exchange the co. Will receive Securities in demat form, then what is the need of the provision that the Securities so bought back are to be physically Destroyed?

Regarding lectures reference

Hello sir, i am your cs professional pendrive class student My query : sir, i purchased the classes(all subjects module 3 ) on January 2021, can i refer these classes again for December 2022 also by following the amendments provided by you on your youtube channel.

Mutual funds

Sir kya mutual funds daily basis pe trade kr skte h jaise intraday, short sell etc?

Sebi takeover code

My doubt is regarding public announcement ,if acquirer ,acquired 5%shares and previously he didnt have any shares of target company then also he have to make public announcement

Section 12A of IBC 2016

Sir my query is that ....As we know that once the COC has been formed, withdrawal is possible only if 90% votes are received for such. Now suppose that there's an OC who has made an application to AA for initiating CIRP against corporate debtor, Now once the application is admitted by AA, COC will be formed which consist of only FCs Now suppose the oC who has made application for initiating CIRP wants to withdraw application..How can he withdraw once the Coc is formed?? Because from now all the decisions will be taken by coc And oc is not the part of it . How OC will withdraw now ?

Book Reference

Sir mere pass Edition 1 aapke first batch ka book hain IBC ka usme sab marking and Accident points likhe hain isliye easily sab samjh raha usme se.......But wo sufficient hain kya December 2022 exam ke liye ki Naw wala 4th Edition karna hoga......Maine new edition liya hain but isme hard ka raha hain samjhne ko.....So plz guide sir I will be very thankful for that....

Request

Sir i m your GdPd student of slcm executive,sir i want to request you something. Sir Please if you can help us by making a playlist of revision lec you took recently in October 2022 please sir we are unable to find lot of topics

About AGM and Voting

Sir, 1) If I've purchased 1 share suppose ki MRF from Stock market or vo mera share Demat acc me he to kya me AGM attend kar sakta hun kya?? Do i have voting rights??. 2) Jo shares me kisi broker k through purchase krta hu or vo Demat acc me raheta he to kya vo share Equity share he kya?? 3) Equity shares purchase kese hota he??

Open book

Good afternoon sir Which all books can i carry? And which should I carry? Also I have made notes in a separate register am I allowed to take that...? And i have written a lot in the book? Will it be a problem?

with regard to using to calculator in slcm examination while solving numericals

i just had a minor doubt with regard of using calculator in slcm examination while solving numericals is allowed/granted by icsi

IBC BARE ACT

Hello sir! Much love and gratitude to you✨ Kindly share the link of IBC BARE ACT relevant for December’2022 examination. Thank you in advance🌻

ICDR-floor price

Floor Price meaning "Lower than floor Price and the difference between such price and floor Price shall not be more than 10 %"Please explain

Drive link in notes

Sir, as you very said in the lectures of IBC that the files will be uploaded on Drive link but there are no such files uploaded like bare act sec list and other lecture summary so from where we can get that???

Inter corporate borrowing

I want to know that intercorporate loan limits is applicable only on security and guarantee and not on loan Or The co. Can give , loan, security and guarantee upto 60% of pusc + sp + free reserves Or 100% sp + fr W.i.h

Need guidance how to make strategy and how to finish the syllabus in time

Sir I cleared my executive in June. After that I appeared for a edp.. much of time is wasted of mine because of festivals. Another reason today is fifth November and I have completed only IBC subject …I am planning to give all three models in June. So shall please tell me how shall manage the subjects and what should be the strategy

Rights and duties OF AUTHROIZED REPRESENTATIVES

I didnt undertand point 3A please explain meh in detail with an example

appeal by Sebi

Sir kya sebi tb appel krr sakta hai kya jb sat ne order ko modify kiya hai ya change Kiya hai?(like agar sebi k according penalty 1cr ki hai pr sat k according 25 lacs ki ) to iss case me kya sebi sc ko appeal krr sakta hai?

Study method

Hello sir i am gdpd professional student for june 2023,I made time table that is to see any 4 subject's 4 to 5 lecture every day with revision and one subject is for self study.Is this enough to complete lecture in time, please guide me🙏

Takeover code

What is indirect acquisition as per takeover code and in what situations it is considered deemed Direct acquisition???

Corporate Restructuring

What is the difference in rehabilitation finance and leverage buyout because in both we are taking loan.

ICDR-Exit opportunity

Sir we know that at least 10 percent shareholders can apply for exit opportunity but before closing of tendering periods they can withdraw as well so sir i have questions that if after withdrawal the limits 10 percent reduced is promoter still provide exit opportunity or not????? Plz tell me sir

Direct or regular Mutual fund

Sir If a company issues Mutual Fund by itself and also through a broker then it will be considered under direct or regular Mutual Fund ???

Regulation 3 ELIGIBILTY OF R.Pro.

Which one is correct?

ILDS REGULATION 2008

Sir what is meaning of roll-over of debt securities?

preparation for cs professionals

sir, im thinking of all apperaing all modules in june 2023,as im preparing and im a recorded batch student of inspire academy .i have a confusion of how many lecture need to be completed in a day . and for completed subject when to revise them again.

Depository

Sir, why has the depository come, what is their benefit

Debt Capital and Deposits

I have a doubt in this lesson. What will be answer of question on pg 183 From Do you know section of question: N Ltd is an unlisted .......... 1 st April,2020.

Trading plans

Sir ye 2nd paragraph Mero ko Pata nahi chal raha hai , so plz app ye explain karke dijiye

Alternative Eligibility & Allotment

If any issuer co. is intending to list its securities on the St. Exchange through the Alternative Eligibility Requirements i.e. (Mandatorily through Book Building Process & at least 75% to QIBs). Supposing that the co. has successfully alloted 75% to QIBs and rest of the 15% to NIIs and 10% to RIIs but if the total number of allottees do no reach 1,000 in number then will the issue be successful?

Companies act sec 62 regarding sending of notice and offer period

I have a doubt in company act sec 62 jaha pe bola hai ki further issue of share ho sakta hai by giving 15 or such lesser period (not less than 7 days written in rules) and uske baad bola hai provided karke uss hi section 62 me ki agar usse less period rakhna hai private company ko to vo 90% members consent ke sath rakh sakti hai To ye lesser period of 7 days ke liye hai ya 7 days se bhi less period ke liye hai??

1st case law

A suit relating to a partition of share is Handel by civil court or NCLT??

Takeover code

Sir as we know that voluntary open offer given by acquirer who hold at least 25percent stake in Target co. But sir acquire also trigger the mandatory open offer provision so sir i have question that acquirer can give single open offer or both???

Sebi ( share based employees benefits) regulation

Sir I am not able to find your notes for this regulation not even on important drive link . It will be easy to watch your lecture if I have it in hard copy

CHP 1

Sir when we file draft offer doc with sebi then sebi have to give her observation within 30 days ,so I want to know that the period of 21 days within which the public have to give their comments is included in the above 30 days or not?

Section 43 of IBC

Sir yh jo new value boli hai isme jo yh release by transferee of property previously transferred to such transferee in a transaction'' wali line smjha dijiye because mne yh lecture mai dubra dekh k krr lena tha but watch time over ho gya hai toh dekhh nhi skti Toh aap yh doubt solve krr dijiye

Distribution of Profit

I want a answer of illustration which is on pg 244. of lesson 6 distribution of profit

LODR Regulation 20

Chairperson of Stakeholders committee can be a Non executive director + independent director? Or Non Executive director

SL 6 Mr Mahendra girdharilal vs NSE sebi and T.stanes and co Ltd(SAT)

Sir in this case Madras St ex is derecognised as a St ex by sebi due to which co is delisted so in this case co ki kya mistake h nd if company agr nse k norms comply nhi krti toh usse exit opp deke de list hona padega company NSE pe list nhi ho skti toh koi or dusre St exchange pe toh ho skti h na waha list krne ka option q nhi diya?

General doubt

Can I take marked book to the examination? I.e. key words marking done in yodha book with pen and sticky notes Will it be allowed in exam Hall ?

Expression of interest issued by r pro

Sir mujhe isme confusion hai 75th day kaha se shuru hoga yeh days ki puri series me thoda confusion hai Sir aap please koi eg with dates deke bata sakte hai

Quorum and notice of the meeting

1.quorum at the meeting In regulation 22 of the insolvency and bankruptcy board of India( insolvency process for corporte person) a meeting of coc shall be qurorate if member of coc representing 33% of voting right are present provided that the committee can modify the percentage of voting rights required for quorum in respect of any future meeting. This means coc 33% se less or more kar sakti hai voting right for quorum? 2. Notice of meeting. In case of authorized representative, do we have go give notice to both member as well as authorized representatives? 3. When nclt approve the resolution plan cirp gets over and the period of 180 days is not applicable on implementation of resolution plan?

Amendment sheets Latest edition 3 for IBC

Sir if we have purchased the latest edition 3 of IBC for December 22 attempt, Do we need to refer the additional amendment sheets as given by you for IBC amendments or it is all covered in the latest edition 3?

Section 29A clause C

The doubt is when the corporate debtor is itself declared as NPA and is undergoing CIRP then how can it still payoff it's debts for letting its promoter, management or controlling entity to let them be a Resolution Applicant for the same company?? Kindly help not clear with this.

Section 11

Sir whether against a corporate debtor (who itself is not eligible to make application for cirp) application for cirp be filed by its FC or OC Sir agr koi corporate debtor section 11 mein cover ho jata hai toh iska mtlb wo section 10 mein khud j against cirp k liye apply nhi kr skta but sir kya aise corporate debtor k against uske FC aur OC cirp initiate krva skte hai ??

Refund in case of minimum subscription

Hi sir Sir in icdr amendment there's written in case min subscription is not received all monies to be refunded within 4 days so does this apply to non convertible red pref sh chapter also?

Dividend on shares

How to claim dividend on share holdings by public? Is it only the demand and supply forces that change the share price?? Even if co. Is performing low but demand for the share is high then sh. Price will increase, now what is the companies benefit in that if sh. Price in secondary market is increasing?

SEBI Prohibition of Insider Trading Regulations 2015

Can a CFO, who has not reported to the Board of Directors, act as a Compliance Officer and update the Board on the transactions related to Insider Trading ?

Directors

Can a person held both positions, director and ceo of the company at the same time ? If not then why??

SEBI act,1992

Minimum penalty of non disclosure of acquisition of shares and takeover?

Chapter 10 other borrowing tools

I have a doubt in section 186 of companies act and it is that if a company gives loan or provides security or guarantee in respect of such loan exceeding 60% of paid up share capital , free reserves and securities premium account or 100 % of free reserves and securities premium account , so in a financial year if it exceeds the limits as stated above so special resolution which the company passes will be valid for for such particular transcation or such resolution will be valid for only for such financial year and another special resolution is required to be passed for giving loan or providing security or guarantee in respect of such loan which exceeds the limit?

case law CL 22

THE appellant is left with .36% shares in the company and he filed a suit under 241. my doubt is two folded..first did he file a suit for O & M as 241 is for this only. second how can he file a suit under 241 because he just had .36 percent shares which does not fulfill the criteria for eligibility to file a suit

SEBI Act 1992

In answer to the question - Powers of SEBI while trying a suit the last point is "Issuing commissions for the examination of witnesses or documents " I didn't quite understand what this statement meant. is it like giving a commission to people who examine the witness and documents?

Closure of registers of members

What is record date?

Chapter 1

Sir, reservation m ek point h ie Reservation for shareholders shall not exceed 10% of issue size, toh sir in case of ipo issuer k toh koi shareholders nhi honge toh in this case woh konse shareholders ki baat kar rahe hai

Masala bond

why will foreign investors buy masala bonds when they have to bear currency risk?

Section 25 and section 14

Sir mujhe ismein doubt hai ki it's telling in section 14 that once the moratorium period will start whatever the proceedings in the court will be kept on hold and no one can institute suit, continue it or can execute the judgement etc but the other way in the section 18 and 25 it's saying that the that resolution professional will represent in court or arbitration or any proceedings on the behalf of the corporate debtor so is there is some contradiction in this thing

Takeover code

Hello sir I am confused in regards to offer price. Offer price in case of frequently traded shares is clear. But there is confusion when shares are infrequently traded and in case of indirect acquisitions. What is the offer price for indirect acquisition and in case of infrequently traded shares

Section 18

Section 18 also specify the asset that cannot be taken over under the said section the explanation appended to section 18 provides that for the purpose of this section the term asset shall not include the assets of any Indian or foreign subsidiary of a corporate debtor So my question is than any corporate debtor can plan in such a way that he will take heavy loans and also he will transfer assets from this company to it's subsidiary by showing genuine accounting transaction and then after few months he will come for voluntarily to ibc for CIRP.. so is it not a loophole of law or m I understanding in wrong way?

Fungible

Sir we can say shares also fungible And Sir how to do writing practice of slaw

ICDR-Underwriters

Underwriters Sir firm Underwriters ka concept bhi toh hota h. Fir aesa kyu h ki Underwriters subscribe nhi kr skte in any manner except for fulfilling Underwriter obligation?

book building

Sir in Book building method, for eg. a Company made an issue of 100000 shares at a price band of for eg. 300 - 330., the Company received applications for 99000 at bid price of 330 but for 1000 shares, the person bids at say 305. So now the Cut off price would be 305. So now this would be wrong for the Company right because the Company was getting 330 for almost 99% of the issue, now just because of that 1000 shares, Company is losing/ forgoing the rate of 330. What would be the solution in such case, Is it correct ?

Auditors

Sir in the point of auditor of more than 20 excludes opc small dormant co and pvt co having puc less than 100 cr so sir this puc limit is only for pvt co or for dormant opc small co also?

Auditors

Sir as said auditors term in case of individual is max 5 years means can be appointed for less than 5 years so for example if being appointed for 3 years so when cooling period will start after 3 years or to wait for 2 years more to compelete 5 years? And sir again in case of firm two terms of 5 years if in first term being appointed for 3 years and if co again wants to reappoint then when to reappoint after3 years or when?

Nomination remuneration committee

Sir what will be the independent director of nomination remuneration committee Actually in module it is return 2/3 And in June 2022 batch amendment u have told it is amended 50% and in revision u tell us that use 2/3 only ... So confused..

Promoter's Contribution

Sir in the attached screenshot, there is a shareholding pattern of a listed Company named Coffee day Enterprises. The Promoter's holding is only around 8 to 9%. So is this the violation of Securities law, as it should be minimum 20% of post issue capital right?

Buy back

Sir what is the limit of shares reserved for small shareholders in buy back tender offer

Exam related

Sir can i start my paper from part b que 6 also ?? Or i have to maintain part wise sequence??

IBC- Pre Existing Dispute

IL6: GEORGE VINCI THOMAS vs. CAPEDGE CONSULTING PVT. LTD. & ORS (NCLAT) Sir if the Corporate Debtor And Operational Creditor are the related person there is on going family dispute then also the application for CIRP can not be made as there is pre Existing Dispute between the parties???? Or otherwise an operational creditor can able to file application for CIRP????

Insolvency Resolution of Corporate Persons

What is tie breaker formula?

Which ibc bare act to carry

Sir in the drive link bare act pdf till Aug 21 is there ....please tell me that which bare act pdf to carry ( last date of amended pdf) so that we can get its print done....🙏🔥

Chapter 12 and chapter 2 & 3

Sir, even if there is private placement of securitized debt instruments and REIT units and INVIT units, listing is mandatory. If after listing they will be anyways available to public trading then what is purpose of making private placement?

Regulation 29, TAKEOVER CODE, 2011

Respected sir, As per regulation 29of takeover code , is a pledger is any person (other than promoter) pledges shares is not required to disclose pledge. While if pledger is promoter then he is required to give disclosure (as per regulation 31) Pledgee point of veiw If pledgee is bank - bank are not required to disclose any shares pledge with them If pledgee other than bank - required to disclose shares pledge with them under reg. 29 Conclusion Pledgor - promoter- required to disclose Any other - no requirement Pledgee - bank - not required Any other - required to disclose Question - in deal between adani and Deutsche Bank , adani pledge shares of ambuja and acc with Deutsche Bank , then as per regulation 29 Deutsche Bank not required to disclose but why bank issue the disclosure by writing pursuant to reg. 29

AIF Regulations

Sir in regulation 16 in social venture funds there is shown on sebi site in aif regulations amount of grant limit not less than 10 lakh but you told in lecture 25 lakh which is valid for dec 2022 exams?

Express of Interest ( time limit)

Invitation of EOI has to be given within 75 days from commencement of CIRP ? 75th day means max. 75th day tak de skte hai ?

Listing with stock exchange

Sir sme listed company ko corporate governance report dena hota h kya quarterly basis par

Benefits of depository system

What is the meaning of 'Elimination of Bad Deliveries' under benefits of depository ???

SEC 53 WATERFALL ARRANGEMENT

CHAP 7 LIQUIDATION OF CORPERATE PERSON Sir in section 53 if eg workmen dues is for 30 months and employees wages is for 15 months so the balance money of 6 monthe in workmen dues and 3 months of employees dues would form part of remaining debt and dues as i saw this type of question in one past question And who would all be included in unsecured creditor CHAP 8 VOLUNTARY LIQUIDATION Sir you have made some changes in timre period of certain events but when i was solving past year paper the days were as mentioned in module and not the changes you made And from which date these all day shall be counted like from insolvency commencement date ?

Ecb

Good afternoon sir, I am akanksha I have a query that If a company purchases its raw material from its foreign holding company but does not pay back. Can it convert it into loan and issue shares rather than paying them in terms of money. Will fema allow such transactions As you taught us that ECB can be converted into equity but this is not ECB.

Answer writing doubt

Sir while writing answer first to write facts and question involved then applicable judgement and provision and then conclusion So in applicable judgement and provision should we write reasons given in yoddha? If yes then how much

New Case studies in MCS added by Shubham sir

I gone through mCS-3 and Additional cases for June 2022 and Dec 2022 Some cases from June 2022 are not there in MCS-3 so should I Take print Of June 2022 as well as Dec 2022 additional cases and when will additional cases lecture will be there ?

Penalty for any violation

Sir e.g. there is a penalty provided for failure to do something is Rs. 20,000 and further for continuing failure Rs. 1000 for each day subject to maximum Rs. 300,000 then whether this amount of Rs. 20,000 will form part of maximum of Rs. 300,000 or not?

Regarding notes

Sir k konsi book dec 2022 k liye refer kare.. Maine 8.2 edition k lectures liye the... Exam bt dec 2022 m de rhi hu... And additional topics kaise krne h.... Dec 2022 k liye

Adjudication under SEBI Act 1992

If the appeal is pending with SAT and SEBI passes an order before the appeal is being disposed by SAT. 1. Can SAT set aside the order of SEBI and pass a new order ? 2. Isn't SEBI's power in the given case overlapping the powers of SAT. As SEBI is given more power in the given case than SAT. 3. Isn't this provision hindering the entire process of Adjudication, as we talk about the hierarchy it states: Adjudicating officer or SEBI --> SAT --> Supreme court. Then how come an aggrieved party involving SEBI in the case, is SEBI passing the order suo moto or as a resolution to the appeal of the aggrieved party?

Section 17 & Section 20?

Sir, what is the basic difference between Section 17 & 20 of IBC, 2016? In both of the section the management shifts to IR Pro. I'm not able to identify how management of affairs of CD is different from management of operations of CD.

REIT

The units offered to the public in initial offer shall not be less than 25% of the number units of the REIT on post-issue basis - can offer less than 25 subject to certain conditions. Post issue basis matlab nahi samajh aaya sir

Safety Net arrangement

Please explain: What is Safety Net arrangement

AIF regulation

Sir please confirm minimum corpus limit for AIF , it's 20 crores or 25 crores?

MCS Edition 3 CL 34

Hello sir I am your CS Professional student for module 3. Sir in MCS Edition 3, Case law *CL 34* *Brillio Technologies Case*, In *reason* Ground (iii) the question relates to utilisation of Securities Premium but the answer quotes Sec 78 which talk about Application of Registration of Charge. Sir is the section wrongly quoted as in the lecture as well you spoke about utilisation of Securities Premium?

book closer date or record date

Who will determine dividend and voting rights book closer date or record date ??

RTA

Registrar and share transfer agent will only be in listed company or other companies also???

Public issue and listing of securities

*Public issue and listing of securities* As sir stock exchange 13 sa jyada hai,in case ek stock exchange na reject kar diya to baki bhi kar denga kya.

Reservation on competitive basis

under regulation 33 can an issuer make reservations for persons other than employee and shareholders or is the reservation restricted only for employee and shareholders? if the answer to this is yes kindly explain how has it been inferred.

Opc

mr a is an Indian citizen and his stay in India during the immediately preceding financial year is for 115 days. is he eligibale to incoporate in opc???

Recovery of amounts

Sir Under recovery of amt by adjudicating officer if the person fails to pay the penalty mai Recovery is 1st done by selling of his movable property Then bank bal Then immovable property Then arrest of the person and his detention And lastly appointment of reciever for the management of persons immovable n movable property Now my ques is... Ki movable property toh easily transfer ho skti h and encashed bhi toh why to appoint a reciever for that jn the last point?

Preferential issue

Sir why there is a lock in requirement in case of a pre preferential issue I mean what would be the logic for such lock in

Confidentiality

Resolution plan should not be disclosed to any applicant ( competitive applicant) , but can be disclosed to coc . My doubt - if any member of coc is resolution applicant too then resolution plans of other RA will be disclose to him or not in term of confidentiality

Edition 2 student

Sir, jo aapke edition 2 funding and ibc students hai wo ab kaise kare preparation for December 22 because edition 3 mein additional cheeze karaayi hai aapne like additional topics ke notes mein kuch chapters mein additional cheezein, practice questions. Maine bs aapke lectures mein jo karaya whi padha hai and have done all the amendments till now because of ongoing training. Kindly guide.

Promoter contribution

Sir, Minimum promoter contribution should be 20% of post issue capital .. So this contribution can exceed issue size ?? Eg:- existing capital of a company is 1000 cr. Company raising 150 cr post issuse capital stands to be 1150 cr... 20%of 1150 =230cr which is exceeding the issue size i.e 150 cr. ??

Right issue

sir in class mai aapne right issue ka minimum period 15 days likhwaya hai but abhi suzlon energy ka right issue aaya wo 10 days ke liye open hoga or mene icdr mai check kiya to usme bhi 10 days hai

Appointment of RTA

While appointment of registered RTA under LODR If the shares of company is in demat form then while determining 1 lakh securities holder who will be counted depository only as 1 holder or all shareholder in the register of depository

Eligibility conditions of an IPO

sir in the entities not eligible to make an initial public offer there is second point if any of the promoter or director of the Issuer is a promoter or director of any other company which is debarred from assessing the capital market by SEBI so sir my question is that is directors included all class of directors even independent directors???

Conditions in QIP

sir QIP mai 1 year ki listing hona chaiye phir Ipo mai book building se 75% QIB ko keese allot karte hai Ipo ke phele to shares listed hi nahi hote hai

Relating to promotor

Sir what do we mean by re-classification of promoter's holding

Promoter contribution

Sir in listed company composite issue there is limit of 20% proposed public issue or 20% of post issue capital .... Please explain this point ... I m your gdpd student and thanku sir for amazing wonderful lecture ....

CRVI - Cogeneric Merger

Sir, How is PVR INOX merger, congeneric merger and not horizontal merger? What is that does not make it a horizontal merger?

Section 21 Committee of creditors

Sir I didn't understand the clause 8 of section 21(Committee of creditors) regarding 51% voting share of financial creditors

EL6

hello sir sir I have doubt in EL 6 sir I think here, where you wrote payee it should be payer because sir payee is the person to whom payment is to be made

Promoter classification

Ek baar bird eye view se smja do sir ki hota kya hai aapke bhout saare lectures uploded hai youtube pe but me bhi nahi mila vo topic

Icdr

Sir share purchase agreement nd shareholders agreement are one of the same thing??

Debt funding- Fund based

Sir what is the main point of difference between Factoring, Forfaiting and normal disconting of bills?

Any new case laws for Dec2022 attempt..

Sir I have taken your Google drive vedios for 3rd module for Dec 2022 attempt. Sir I want to know that do we have any new case laws in our course for Dec attempt. Sir please let me know where can I watch them.

Abhyas Sheet

While writing MCS answers I get confused of what to write in reason part and what to write in conclusion (as I want to elaborate conclusion ans write more than the answer asked in question) and almost always end up either overthinking as to how to avoid repetition or repeat the sentences.

Liquidation estate

Joh company liquidate horahi agar uski koi property leased par di hai usko liquidation estate mai include krengye I am Google drive student

Edition 2.2. Doubt for dec 2022

I have purchased the lectures of 2.2 edition and I'll be appearing in dec 2022 .So my query is what extra I have to study for dec 2022 exam in Funding & listing and Insolvency and bankruptcy code

foreign funding

when adr or gdr issues ,company issues new shares like fpo or just existing capital is necessary for underlying shares

AIF

Under the SEBI AIF Regulations, an AIF shall have not more than 1000 investors and AIF makes the allotment only by way of Private Placement So, if the AIF is incorporated as a company, A company make private placement to a maximum of 200 investors in a year. So, if the AIF (being a co.) intends to make an allotment to more than 200 investors in a year Can the AIF do so?

Edition applicable

Sir i have your vedio lectures for December 2022. I m having edition 3 books of mdcs subject. Which edition is applicable for dec 2022 attempt. Sir do I need to have books of edition 4. Sir are any amendments in edition 3 which are applicable for dec 2022. How can I get the amendments

Spinning off

Sir, what is spinning off of a division?

LODR

Sir, do we have to learn all the event based compliance as they are given in your notes.? Means can we learn any 7-8 compliance or complete list

Lease Financing

Can Lease financing be understood in the context of Usufructuary mortgage?

Inter corporate loan

Does this para mean that giving of loan/ guarantee in excess of 186(2) to wholly owned subs/ joint venture is restricted Or. Does it mean that loan/guarantee in excess of 186(2) can be given to wholly owned subs/joint venture without passing SR

Letter of credit

How standby LOC is different from LOC ?

as may be prescribed

sir jaha likha hota hai as may be prescribed waha keese pata chalta hai ki konsa rule refer karna hai

case law not in book

sir i am solving past paper and some question case law are not in module but it is there in icsi suggested answer ......so how to deal with this case plz reply dont reject i have given fees for this not asking for free!!!

Authorised representative of creditor belonging to particular class

Sir as per code all financial creditor shall be part of coc then why this class creditor even though they are financial creditor have to appoint authorised representative?

Regarding floor price and price band

Sir muje floor price and price band ka diff ni clear hua

Case laws of IBC

Sir please tell how to prepare for IBC case laws ASAP

Abhyas Sheet

Sir what to do when there is a legal issue in the question which is different from the legal issue in the mcs book and the legal issue's answer I.e. the Judgement/Decision line given in mcs book isn't directly answering the legal question asked in question?

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