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Reserve Bank of India ("Bank") vide Circular RBI/2014–15/352 dated December 15, 2014 took another business friendly measure for satisfying the growing needs of the industry, customer and other stakeholders by announcing extension in RTGS business hours to 12 hours from 8 am to 8 pm on weekdays, which shall come into effect from December 29, 2014.

RTGS business window will be open from 8.00 am to 3.30 pm on Saturdays.

The existing business hours are 9.00 am to 4.30 pm on weekdays and till 2.00 pm on Saturdays.

- MA, LLB, DBM, FCS Suresh Thakur Desai
Concept of Demerger - By CA, CS, CMA, MBA Naveen Rohatgi

Meaning

   The act of splitting off a part of an existing company to become a new company, which operates completely separate from the original company.

   Shareholders of the original company are usually given an equivalent stake of ownership in the new company.

   A demerger is often done to help each of the segments operate more smoothly, as they can now focus on a more specific task. Opposite of merger.

   For e.g. In this case, Bajaj  limited  has been demerged into (a) Bajaj auto limited  to focus on the auto business, (b) Bajaj Finserv Ltd (BFSL) to focus on insurance, consumer finance etc, and (c) Bajaj Holdings & Investment Ltd (BHIL) to focus on investments and new business opportunities.

   Demerged company means the company whose assets liabilities loans and business are being transferred in the process of demerger to another company in case of either spin off or split up. It is also called Transferor Company.

   Resulting companies on the other hand means the company or companies to which assets liabilities loans & business are being transferred in the process of demerger.


Types Of Demerger:

1. Spin off: Spin off involves the transfer of all or substantially all assets, liabilities, loans and business of one of the business divisions or undertakings into another company whose shares are allotted to the shareholders of the transferor company on a proportionate basis.

Example: ABC has 3 business divisions A, B, C. A is engaged in textiles, B is engaged in steel and C is engaged in software. If ABC Limited transfers its assets liabilities and business of its division C i.e. software business to a separate company complying with other conditions mentioned below & continues to run divisions A & B i.e. textiles & steel, it will be a case of a spin off.

2. Split up: involves transfer of all or substantially all assets, liabilities, loans and businesses of the company to 2 or more companies in which again like spin off the shares in each of the new companies are allotted to the original shareholders of the company on a proportionate basis but unlike spin off the transferor company ceases to exist.
Example:  Transfer the assets of all the 3 divisions, to 3 different companies by which ABC limited will either remain as a shell company or cease to exist, it will be a case of split up.

Process of Demerger:

Process of Demerger

Case Study – Wipro Limited:

Wipro Limited: is a multinational IT consulting and System Integration Services Company headquartered in Bangalore, Karnataka

As of March 2014, the company has 1,47,452 employees servicing over 900 large enterprise & Fortune 1000 corporations with a presence in 61 countries.

On 31 March 2014, its market capitalisation was approximately 1.27 trillion ($20.8 billion), making it one of India's largest publicly traded company and seventh largest IT services firm globally.

To focus on core IT Business, it demerged its non-IT businesses into a separate company named Wipro Enterprises Limited with effect from 31 March 2013.

Wipro Limited has announced the plan to demerge its non-IT business into a separate company called the Wipro Enterprises Limited. The non-IT business consists of:
A)  Consumer Care, Lighting and Furniture Business
B)  Infrastructure Business (Hydraulics and Water)
C)  Medical Diagnostic and Service Business

Wipro’s non-IT Business:
   For the year ended March 31,2012, Wipro Limited had a consolidated top line of  about 37,000 crs.

   The IT Business contributed about 32,000 crs which was 86% of the turnover.

   The non-IT business contributed 14% or roughly 5,000 crs which looks small when compared to the IT revenues but is large enough in its own right.

   In consumer care space, Wipro has brands like Santoor soap, Chandrika soap, Aramusk, Yardley, Safe wash etc.

   In indoor lighting, Wipro shares No 1 position with Philips; in commercial lighting Wipro is No 3 and in the furniture business, it is No 2 after Godrej.

·   Wipro Infrastructure Engineering is world’s largest independent hydraulics cylinder manufacturer in the world with a 70% MARKET share in India.

   The management has been very active in growing the consumer care business inorganically. In the last few years, host of acquisitions have been done like Glucovita (2003), Chandrika (2004), North West Switches (2006), Unza Holdings (2007) and Yardley in 2009. The latest one being the acquisition of LD Waxsons (2012).

   In the non-IT business, the consumer care and lighting business is the largest piece, generated ROCE of 18-20% in FY 12. Annualising revenues to 4000 crs and going by the peer valuations, this piece could easily sell for 2-3 times its revenues if it were to list separately. Thus the consumer care division can be valued between 8000-12000 crs.

   Other businesses like infrastructure and medical diagnostic businesses are relatively small and currently earn far lower margins and ROCE than the consumer care business. The annualised revenues would be about 1500 crs. Difficult to value this piece in light of the poor margins right now. However, just to put a range of values to it, if it were to sell between 0.5-1 time’s revenues, this piece could be valued between 750-1500 crs.

   The demerger will make Wipro Limited a pure IT company and will also assist Wipro Limited meeting the minimum public shareholding requirements. The promoter owned 78.31% stake in the company as of Sep 30, 2012.

   SEBI has approved the proposal to reduce the promoters’ holding by way of the demerger and subsequent exchange of shares in order to comply with the minimum public shareholding norms.
The new company will be an unlisted entity and the shareholders have been provided with 3 options to choose from in lieu of the non-IT business which will get hived off.

   Receive 1 equity share of Wipro Enterprises for every 5 equity shares of Wipro Limited.

   Receive one 7% Redeemable Preference share (Face Value Rs 50) in Wipro Enterprises for every 5 equity shares held in Wipro Limited. The preference share shall have a maturity of 12 months and shall be redeemed at a value of Rs 235.20.

   Exchange the shares of Wipro Enterprises with shares of Wipro Limited (pure IT company post the scheme of arrangement) held by the promoter. 1 share of Wipro Limited can be opted for every 1.65 shares of Wipro Enterprises.

   NRI shareholders can either choose for option 1 or option 3. However, the ADR holders will compulsorily be given option 3.


-          CA, CS, CMA, MBA Naveen Rohatgi
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"Within months of the new Companies Act coming into force, the government today cleared a slew of changes to this law to make it easier for corporates to do business and to ensure severe punishment for those raising illegal deposits from the public.
This would be among the first major initiatives by the government to make changes in the country’s regulatory framework to improve its global ranking for ease of doing business, where India has been ranked very low at 142nd position in the latest World Bank report.

The 14 proposed amendments, which were approved by the Union Cabinet this evening, also include provision to ensure that frauds beyond a certain threshold would need to be mandatorily reported by the auditors to the government.
To address concerns raised by the corporates, the government has also agreed to relax a number of norms including those pertaining to related party transactions, while resolutions passed by the companies’ boards would not be subjected to public inspection.

The new Companies Act, which came into force with effect from April 1 with some provisions yet to become operational, has faced stiff criticism for many provisions.
The new law, put in place by the previous government, has replaced a nearly six-decade old Companies Act, 1956, but the new government has been indicating for quite some time that it would bring in necessary changes to address concerns raised by various stakeholders including corporates.

The Companies (Amendment) Bill, 2014, cleared by Union Cabinet chaired by Prime Minister Narendra Modi, would now go to the Parliament to bring into effect necessary amendments to the existing Act.

The Companies Act, 2013 was notified on August 29, 2013. Out of 470 sections in the Act, 283 sections and 22 sets of Rules corresponding to such sections have so far been brought into force.

The government said in a statement that these amendments have been proposed to address issues raised by stakeholders such as chartered accountants and professionals.

To improve ease of doing business, the proposed amendments include omitting requirement for minimum paid up share capital, and consequential changes and making common seal optional, and consequential changes for authorization for execution of documents.

Besides, specific punishment will be prescribed for non-compliance to norms governing deposits taking activities. Such a provision was “left out in the (existing) Act inadvertently”.

Enabling provisions are being put in to prescribe thresholds beyond which fraud shall be reported to the central government, while cases below this threshold will be reported to the audit committee of the company’s board.

Disclosures for both the categories would need to be made in the board’s report, the government said, while adding that this provision has been made at the demand of auditors.

Besides loans given by a company to wholly owned subsidiaries and guarantees/securities on loans taken from banks by subsidiaries, would be exempted from the purview of related party transactions.

“This was provided under the Rules but being included in the Act as a matter of abundant caution,” the government said.

In another major step, it has been proposed to replace “special resolution with ordinary resolution for approval of related party transactions by non-related shareholders.

This would address “problems faced by large stakeholders who are related parties,” the government said.

Besides, related party transactions between holding companies and wholly owned subsidiaries have been exempted from the requirement of approval of non-related shareholders.

Further, the government has decided to prohibit public inspection of a company’s board resolutions filed in the Registry and would include provision for writing off past losses/ depreciation before declaring dividend for the year.

Besides, the audit committee of a company would be empowered to “give omnibus approvals for related party transactions on annual basis”.

This would also align provisions of the Act with that of capital market regulator SEBI’s policy.

Taking into consideration the demand of corporates, the government would rectify the requirement of transferring equity shares for which unclaimed/unpaid dividend has been transferred to the IEPF (Investor Education and Protection Fund) even though subsequent dividend has been claimed.

In addition, the winding up of companies would be heard by a two-member instead of three-member bench.

Among others, “bail restrictions to apply only for offence relating to fraud under section 447 of the Act.

Enabling provisions to prescribe thresholds beyond which fraud shall be reported to the Central Government (below the threshold, it will be reported to the Audit Committee).

Another amendment is to ensure that special courts would try only offences carrying imprisonment of two years or more so that minor violations can be taken care by magistrates".

-      M.Com., A.C.M.A., F.C.S, LLB Vidya Joglekar
Pre-Certification of E-Forms - By C.S. Suresh ThakurDesai

Pre-certification of e-forms
The ICSI has brought out a publication namely ‘Referencer on Pre-certification of e-forms’ under the Companies Act, 2013.

Pre-certification of e-forms is an important area of work for the Company Secretaries in practice. MCA has entrusted company secretaries with the responsibility of ensuring reliability of documents filed by companies with MCA in electronic mode.

The professionals need to be extremely careful while pre-certifying the e-forms as
Companies Act, 2013 carries stringent penal provisions in case of wrong pre-certification.

As a part of the ICSI initiative to facilitate its members to comply with regulatory framework, ICSI has brought out this Referencer. This Referencer highlights the meaning of pre-certification, liabilities of professionals in case of wrong pre-certification and the checklists which may be examined before filing and certifying e
-forms. The Referencer also contains the e-forms and the respective instruction kits.

-      C.S. Suresh ThakurDesai
Dividend Policy - By CA. CS. CMA. MBA. Naveen Rohatgi

Dividend Policy
Meaning of Dividend:

A share of the after-tax profit of a company, distributed to its shareholders according to the number of shares held by them.
Smaller companies typically distribute dividends at the end of an accounting year (final dividend), whereas larger, publicly held companies usually distribute it every quarter (interim dividend).

The amount and timing of the dividend is decided by the board of directors, who also determine whether it is paid out of current earnings or the past earnings kept as reserve.
Dividends provide an incentive to own stock in stable companies even if they are not experiencing much growth.
The companies that offer dividends are most often companies that have progressed beyond the growth phase, and no longer benefit sufficiently by reinvesting their profits, so they usually choose to pay dividend to their shareholders.

Types of dividend policy:

1. Regular dividend policy: in this type of dividend policy the investors get dividend at usual rate. Here the investors are generally retired persons or weaker section of the society who want to get regular income. This type of dividend payment can be maintained only if the company has regular earning.

Merits of Regular dividend policy:
     It helps in creating confidence among the shareholders.
     It maintaining the market value of shares.
     It helps in marinating the goodwill of the company.
     It helps in giving regular income to the shareholders.

2. Stable dividend policy: here the payment of certain sum of money is regularly paid to the shareholders. It is of three types:
a) Constant dividend per share: here reserve fund is created to pay fixed amount of dividend in the year when the earning of the company is not enough. It is suitable for the firms having stable earning.
b) Constant pay-out ratio: it means the payment of fixed percentage of earning as dividend every year.
c) Stable rupee dividend + extra dividend: it means the payment of low dividend per share constantly + extra dividend in the year when the company earns high profit.

3. Irregular dividend: as the name suggests here the company does not pay regular dividend to the shareholders. The company uses this practice due to following reasons:
     Due to uncertain earning of the company.
     Due to lack of liquid resources.
     The company sometime afraid of giving regular dividend.
     Due to not so much successful business.

4. No dividend: the company may use this type of dividend policy due to requirement of funds for the growth of the company or for the working capital requirement.


Factors Affecting Dividend Policy:

1. Stability of Earnings: The nature of business has an important bearing on the dividend policy. Industrial units having stability of earnings may formulate a more consistent dividend policy than those having an uneven flow of incomes.

2. Age of corporation: Age of the corporation counts much in deciding the dividend policy. A newly established company may require much of its earnings for expansion and plant improvement and may adopt a rigid dividend policy.  But, an older company can formulate a clear cut and more consistent policy regarding dividend.

3. Liquidity of Funds: The liquidity of a firm depends very much on the investment and financial decisions of the firm which in turn determines the rate of expansion and the manner of financing. If cash position is weak, stock dividend will be distributed and if cash position is good, company can distribute the cash dividend.

4. Extent of share Distribution: Nature of ownership also affects the dividend decisions. A closely held company is likely to get the assent of the shareholders for the suspension of dividend or for following a conservative dividend policy. On the other hand, a company having a good number of shareholders widely distributed and forming low or medium income group, would face a great difficulty in securing such assent.

5. Needs for Additional Capital: Companies retain a part of their profits for strengthening their financial position. The income may be conserved for meeting the increased requirements of working capital or of future expansion. Thus, such Companies distribute dividend at low rates and retain a big part of profits.

6. Trade Cycles:  Business cycles also exercise influence upon dividend Policy. Dividend policy is adjusted according to the business oscillations. During the boom, prudent management creates food reserves for contingencies which follow the inflationary period. Higher rates of dividend can be used as a tool for marketing the securities in an otherwise depressed market.

7. Taxation Policy: High taxation reduces the earnings of the companies and consequently the rate of dividend is lowered down.  Dividend-tax of distribution of dividend beyond a certain limit, also affects the dividend policy.

8. Legal Requirements:  In deciding on the dividend, the directors take the legal requirements too into consideration. In order to protect the interests of creditors an outsiders, the companies Act prescribes certain guidelines in respect of the distribution and payment of dividend. Moreover, a company is required to provide for depreciation on its fixed and tangible assets before declaring dividend on shares.

9. Past dividend Rates: While formulating the Dividend Policy, the directors must keep in mind the dividend paid in past years. The current rate should be around the average past rate. If it has been abnormally increased the shares will be subjected to speculation. In a new concern, the company should consider the dividend policy of the rival organisation.

10. Ability to Borrow: Well established and large firms have better access to the capital market than the new Companies and may borrow funds from the external sources if there arises any need. Such Companies may have a better dividend pay-out ratio.

11. Policy of Control:  Policy of control is another determining factor is so far as dividends are concerned. If the directors want to have control on company, they would not like to add new shareholders and therefore, declare a dividend at low rate.

12. Repayments of Loan. A company having loan indebtedness are vowed to a high rate of retention earnings, unless one other arrangements are made for the redemption of debt on maturity. It will naturally lower down the rate of dividend. Sometimes, the lenders (mostly institutional lenders) put restrictions on the dividend distribution still such time their loan is outstanding.

13. Time for Payment of Dividend. When should the dividend be paid is another consideration. Payment of dividend means outflow of cash. It is, therefore, desirable to distribute dividend at a time when is least needed by the company because there are peak times as well as lean periods of expenditure. Wise management should plan the payment of dividend in such a manner that there is no cash outflow at a time when the undertaking is already in need of urgent finances. 

14. Regularity and stability in Dividend Payment: Dividends should be paid regularly because each investor is interested in the regular payment of dividend. The management should, in spite of regular payment of dividend, consider that the rate of dividend should be all the most constant.


Legal aspects of dividend policy, Companies Act 2013:

1. Companies declare or pay dividend for any financial year out of the current year profit or accumulated profit (free reserves only) after providing depreciation.

2. Before declaration of dividend, a company may transfer a portion from the profit to the reserves of the company. The company is free to decide the percentage for such transfer to the reserve.

3. The Board of Directors may declare interim dividend during financial year out of surplus in profit and loss account. In case, a company is incurring loss as per financials of latest quarter, interim dividend shall not be higher than average dividend declared by the company during last three financial years.

4. The amount of dividend and interim dividend shall be deposited in a separate account in a scheduled Bank within five days from the date of declaration of such dividend.

5. Where a dividend has been declared by a company but has not been paid or claimed within thirty days from the date of the declaration to any shareholder entitled to the payment of the dividend, the company shall, within seven days from the date of expiry of the said period of thirty days, transfer the total amount of dividend which remains unpaid or unclaimed to a special account to be opened by the company in that behalf in any scheduled bank to be called the Unpaid Dividend Account.


Tax aspect with respect to dividend policy:
Grossing up for payment of Dividend Distribution Tax (DDT) u/s 115O:

The current rate for DDT is 15%.The method of computation for every 85 rupees of” dividend paid or distributed” by a company would be as under:

Dividend Distributed (say 100-15)
Rs. 85/-
Grossing up for 15%
Rs. 100/- (Rs. 85 / 0.85)
DDT @ 15%
Rs. 15/-
Tax payable u/s 115O
Rs. 15/-
Dividend to be distributed/paid
Rs. 85/-


-          CA. CS. CMA. MBA. Naveen Rohatgi
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