SPARSH.. Touches. May, In this Issue: Editorial. Our Articles Published. What s happening at. VKC and VK & Co. Contact Us

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1 Vinod Kothari & Company Vinod Kothari Consultants P Ltd Academy of Financial Services P Ltd 1012 Krishna 224 AJC Bose Road Kolkata / 1276/ 3742 Also at: 601-C, Neelkanth, 98, Marine Drive, Mumbai SPARSH.. Touches May, 2013 In this Issue: Editorial Our Articles Published What s happening at VKC and VK & Co. Contact Us

2 Editorial Anyone who thinks the sky is the limit, has limited imagination This is why we at Vinod Kothari & Company believe at exploring new opportunities that come our way. For us sky is not the limit because we strongly believe that when there is entire universe to conquer why to restrict ourselves to sky!! With this thought in mind, we come again with Sparsh. Stay in touch with Sparsh and us!! Editor: -Paridhi Bagaria Highlights of April, 2013: Articles published West Bengal stamp amendment makes mergers easier: Difficulties arising of Division Bench ruling in Emami Biotech removed

3 Forthcoming Workshops 3 day Master Class on Securitisation and Covered Bonds Workshop on Alternative Investment Funds Housing Finance Workshop 2 day workshop on Accounting for Financial Instruments What s happening at VKC Securitisation Summit 2013: Bumper success Launch of the book : Guide to Housing Finance : A comprehensive Guide to Mortgage Lending authored by Vinod Kothari Vinod Kothari invited as a trainer in 2 day Securitisation Course held at Shanghai What s happening at VK & Co. EDP and SIP sessions taken Contact us

4 Our Articles Published West Bengal stamp amendment makes mergers easier: Difficulties arising of Division Bench ruling in Emami Biotech removed Published in ICSI-EIRC Newsletter -by Aditi Jhunjhunwala The State has a reason to cheer now! It was always an unclear position in West Bengal when it came to payment of stamp duties on conveyance under a scheme of arrangement due to absence of specific entry in State s schedule and as such there were always two schools of thoughts. In States like Maharashtra, Karnataka, Madhya Pradesh there was no complexity at all as the States schedule gave place to duty on scheme of arrangements. However, position in West Bengal was always perplexed more so after the decision rendered by the Division Bench in Emami Biotech & Others, wherein a scheme of arrangement u/s 394 of the Companies Act, 1956 (the Act) was stampable as a conveyance inspite of absence of specific entry in the Schedule applicable in West Bengal under the Indian Stamp Act, Surely enough a scheme of arrangement transferring assets and liabilities in favour of the transferee company would be regarded as an instrument, which is subject to payment of stamp duty; however, the concerning part is the applicable rate of stamp duty. Impact of the amendment: The much baffling issue in light of the judicial pronouncements in the State has now been settled and colonized. The controversies due to the decisions rendered in Gemini Silk Limited v. Gemini Overseas Limited on 8 August, 2002 and Madhu Intra Ltd v. Registrar of Companies in 2006 wherein the Courts had held that the scheme of arrangement is by operation of law and therefore not liable to stamp duty, are no more relevant and the situation now comes to a mend. Specification of the rate of duty on schemes of arrangements now comes as a big relief as not only will the stamp duty be lesser than that applicable on a conveyance (presently 7%), but also the settlement of the issue on the applicable / applicability of stamp duty settles the ambiguity and ongoing litigations in relation to the same. Therefore, there is no further need to wait for judicial pronouncements to determine the stamping issues. The entire article can be viewed here.

5 Forthcoming Events 3 day Master Class on Securitisation and Covered Bonds Vinod Kothari Consultants Pvt Ltd is organising 3 day Master Class on Securitisation and Covered Bonds in Central London. The workshop bundling together intensive inputs on both securitisation and covered bonds, is being offered in London after a long gap. Our flagship event, Securitisation School, has had 15 runs already and has attracted participants from all over the World. The Masterclass condenses the content of the 6-day school in a more convenient 3-day format. The core focus will be on cashflows as we consider the numbers are the best way to gain the clearest understanding of any instrument. Of the 3-days, we intend to spend at least 70% of the time on cashflow modeling, both for securitisation and covered bonds. We would also discuss both traditional asset classes such as RMBS, CMBS, CLOs, auto loans, as also future flows-based transactions. To know more about the event click here

6 Upcoming Events WORKSHOP ON ALTERNATIVE INVESTMENT FUNDS India recognized certain types of collective investment devises, viz. collective investment schemes, mutual fund, venture capital funds, etc. SEBI vide the SEBI (Alternative Investment Fund) Regulations, 2012 ( AIF Regulations ) repealed the SEBI (Venture Capital Funds) Regulations, 1996 and broadened the scope and categories of the collective investment devised to include, inter alia, hedge funds. It is to be noted that due to the nature of hedge funds, SEBI did not recognize hedge funds in India until the notification of AIF Regulations. This workshop intends to throw light and explain not only the scope and applicability of the AIF Regulations but also the key issues pertaining to structuring, foreign investment, taxation aspects. In essence, the workshop intends to work as a guide for those intending to make use of investment devices under the prescribed framework. To know more about the event click here. HOUSING FINANCE WORKSHOP The role of housing in the development of an economy is well recognized and is one of the principal sectors that revitalizes the economic growth of a nation and is also one of the indicators of social happiness in a country. Quintessential to the development of the sector is housing finance. The demand for housing and housing finance is high and needs to be addressed. The government by its policies is providing impetus to the sector and incentives for the market players to delve into the sector deeper. The workshop provides insight into the housing finance arena in India, running housing finance business and intricate details therein, useful for fine tuning your understanding of the sector and modus operandi in the sector. To know more about the workshop click here

7 2 day workshop on Accounting for Financial Instruments Accounting for financial instruments is as complicated as several of the present-day financial instruments themselves. Built on the basic theme of reporting at relevant, current values, the process of rewriting age-old historical cost accounting rules that started around 1998 is still continuing hence, there has never been stability on the international landscape of accounting standards on financial instrument accounting. This workshop has been designed to make you easily apprehend the complicated accounting treatment. As the coverage is very comprehensive, you will emerge with complete inputs on accounting for financial instruments and derivatives. We will hand-hold you in this learning process. The workshop will be supported by plenty of examples, including Excel sheets, as to how fair values are to be computed in different situations. It will also give some easyto-understand introduction on various derivative products and financial instruments. To know more about the workshop click here

8 What s happening at VKC Securitisation Summit Bumper Success!! VKCPL organized a 2 day Securitisation Summit in Mumbai which was a runaway success. The Summit witnessed an intellectual gathering and there was flurry of discussion, exchange of opinions and views expressed. ISF along VKC and KPMG took up the tax issues with the appropriate authorities and made representations for allowing pass through status to the SPVs. The representations and constant dialogue with the government officials saw some impact in the Budget and securitisation also found mention in the Finance Ministers Budgetary speech as being critical to the financial sector. While the budgetary amendments did not meet the expectations of the stakeholders, Securitisation Summit, 2013 was organized for the industry to come together and address some of the lurking concerns post the budgetary amendments and also evaluate if the present situation could result in birth of alternative structures in India. The Summit s positive response was over-whelming. To know more about the event click here

9 Guide to Housing Finance- A comprehensive guide to Mortgage lending Authored by Vinod Kothari Housing Finance is one of the most important forms of asset based financing. Housing being a basic human need, policy makers and practitioners realize the significance of housing finance to economic wealth and welfare of nations. Leave aside excessive leverage that might periodically, housing finance is also one of the safest forms of lending. Highlights: What s Happening at VKC Access to worksheets backing up several computations to be provided to readers. Lucid and comprehensive coverage to the subject in entirety. Several numerical illustrations on accounting issues Securitisation and covered bonds as refinancing options discussed elaborately. The book was released at the launch of Securitisation Summit 2013 which took place in Mumbai. It was launched by Mr. Arnab Roy, Executive Director of National Housing Bank. Vinod Kothari was invited as a trainer for the 2 day Workshop on Securitisation that took place in Shanghai. It was conducted by Certified Treasury Professional.

10 What s happening at VK and Company EDP and SIP sessions taken by Aditi Jhunjhunwala and Nivedita Shankar The Institute of Company Secretaries of India has made EDP and SIP classes mandatory for certain class of students. Our colleagues have been undertaking various sessions of EDP/SIP/OTS classes. Aditi Jhunjhunwala took 31 st EDP Session on Significance of training and code of conduct of applicable during training period Nivedita Shankar took Session on Primer on Company Law in the SIP held on 14 th of May, 2013.

11 Contact us 1012 Krishna 224 AJC Bose Road Kolkata , India Ph: / 1276/ 3742 Mumbai office: 222, Ashoka Shopping Centre 2nd Floor, LT Road Near GT Hospital Mumbai Mail to: Our Websites: