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PROSPECTUS

It is an invitation to the public to subscribe to its share/debentures. Once the draft is prepared it is sent to SEBI for vetting. Once SEBI has vetted it, then the draft prospectus and application form together with articles and memorandum of association is forwarded to the stock exchange for approval, where the issue is proposed to be listed.

IPO (initial public offer)
An initial public offering (IPO), is the first sale of stock by a formerly private company. It can be used by either small or large companies to raise expansion capital and become publicly traded enterprises. Many companies that undertake an IPO also request the assistance of an Investment Banking firm acting in the capacity of an underwriter to help them correctly assess the value of their shares, that is, the share price (IPO Initial Public Offerings, 2011).

ESOP (employee stock option scheme)
An employee stock option is a call option on the common stock of a company, issued as a form of non-cash compensation. Restrictions on the option (such as vesting and limited transferability) attempt to align the holder's interest with those of the business shareholders. If the company's stock rises, holders of options generally experience a direct financial benefit. This gives employees an incentive to behave in ways that will boost the company's stock price. Employee stock options are mostly offered to management as part of their executive compensation package. They may also be offered to non-executive level staff, especially by businesses that are not yet profitable, insofar as they may have few other means of compensation. Alternatively, employee-type stock options can be offered to nonemployees: suppliers, consultants, lawyers and promoters for services rendered. Employee stock options are similar to warrants, which are call options issued by a company with respect to its own stock. Stock option expensing became a controversy in the early 2000s, and it was eventually determined by the Financial Accounting Standards Board that the options should be expensed at their fair value as of the grant date.

SWEAT EQUITY
Sweat equity is a term that refers to a party's contribution to a project in the form of effort --- as opposed to financial equity, which is a contribution in the form of capital. The term is sometimes used to describe the efforts put into a start-up company by the founders in exchange for ownership shares of the company. This concept, also called "stock for services" and sometimes "equity compensation" or "sweat equity" can also be seen when startup companies use their shares of stock to entice service providers to provide necessary corporate services in exchange for a discount or for deferring service fees until a later date, see e.g. "Idea Makers and Idea Brokers in High Technology Entrepreneurship" by Todd L. Juneau et al., Greenwood Press, 2003, which describes equity for service programs involving patent lawyers and securities lawyers who specialize in start-up companies as clients. New companies like Sweat Equity Connection have been created to link founders of early stage companies in search of management employees and service providers with candidates who have declared their willingness to work for sweat equity in these type firms

ROLE OF A LEAD MANAGER
Lead managers are independent financial institution appointed by the company going public. Companies appoint more then one lead manager to manage big IPO's. They are known as Book Running Lead Manager and Co Book Running Lead Managers. Their main responsibilities are to initiate the IPO processing, help company in road shows, creating draft offer document and get it approve by SEBI and stock exchanges and helping company to list shares at stock market In the pre-issue process, the Lead Manager (LM) takes up the due diligence of company‟s operations/ management/ business plans/ legal etc. Other activities of the LM include drafting and design of Offer documents, Prospectus, statutory advertisements and memorandum containing salient features of the Prospectus. The BRLMs shall ensure compliance with stipulated requirements and completion of prescribed formalities with the Stock Exchanges, RoC and SEBI including finalisation of Prospectus and RoC filing. Appointment of other intermediaries viz., Registrar(s), Printers, Advertising Agency and Bankers to the Offer is also included in the pre-issue processes.

the lead bank acts in an agent capacity for an underwriting syndicate. . pro rata allotment would be made in proportion of 1:2. The allotment done is in form of : One half Balance one half : upto 1000 shares : larger applications Pro-rata allotment When issue is over-subscribed .LEAD BANKER A bank that oversees the arrangement of a loan syndication. In the Eurobond market. Proportionate allotment In this allotment process shares is distributed proportionately to all the applicants of Initial Public Offering (IPO) irrespective of amount applied for shares. Ex. The Lead Bank Scheme provides leadership in initiating. The lead bank is paid an additional fee for this service. which involves recruiting the members and negotiating the financing terms. the company will have to allot to each applicant to each applicant according to the number of share applied by him. streamlining and accelerating the process of development of the respective district by enlisting the co-operation of other banks and by maintaining continuous liaison with Government & Quasi Government agencies.In case a company has offered 100000 shared to the public but the public has applied for 200000 shares.

merits and limitations (Business / Industrial Relations & HR Terms) a form of industrial democracy in which the employees of an organization are partners in the company and share in part of its profits Merits        Working as of own company High profit benefits the employee Employees value increased If organization perform well then the employees are appraised Employee feel good and thus work hard Working environment changes No in differentiation LIMITATIONS      Employee may cheat as for more money No privacy Confidence on any employee cannot be achieved Conflict between employees is usual Decision approach cannot be done because of difference in opinion .Co-partnership.

including:  Equity Dilution  Valuation Problems  Cost of Operating the ESOP  Voting Rights  Employer Cash Flow Issues . If the company's stock rises. issued as a form of non-cash compensation. This gives employees an incentive to behave in ways that will boost the company's stock price. Restrictions on the option (such as vesting and limited transferability) attempt to align the holder's interest with those of the business shareholders. holders of options generally experience a direct financial benefit.ADVANTAGES AND DISADVANTAGES OF ESOP ESOP An employee stock option is a call option on the common stock of a company. including:  Takeover Protection  Financing Advantages  Deduction for Dividends Paid  No recognition of Capital Gain  Deferral of Taxation  Exemptions from the Prohibited Transaction Rules  Marketability of Stock There are several major disadvantages associated with ESOPs. There are several major advantages to ESOPs.

) . and  The issuer/client may only be willing to do a deal if it is bought (as it eliminates execution or market risk. Employee Risk ADVANTAGES OF PRIVATE PLACEMENT / BOUGHT OUT DEALS ADVANTAGES OF PRIVATE PLACEMENT  Money can be invested on small shares of the company.  Company‟s securities are not placed for any sale Compared to public issue investments. because The offer is made to a few groups of individuals.  No registration with the exchange commission and securities.  Good returns in the future with favorable business improvement ADVANTAGES OF BOUGHT OUT DEALS  Bought deals are usually priced at a larger discount to market than fully marketed deals. and thus may be easier to sell.  It is an excellent way for the business to finance them as you can raise those capital funds easily.

” . CO-MANAGERS In case of requirement the lead manager may appoint co-managers to share the work. “ an agreement between the capital issuing company and the underwriter(s). UNDERWRITERS Underwriting can be defined as. ADVISORS Also the lead manager may appoint advisors for counseling purpose.MAJOR STEPS IN PUBLIC ISSUE  BOARD MEETINGS  LEAD MANAGERS  CO-MANAGERS  ADVISORS  UNDERWRITERS BOARD MEETINGS A meeting of the board of directors is called to discuss the public offer of shares. in consideration for a commission. whereby the underwriters guarantee to subscribe the whole or part of the issued capital that would remain unsubscribed by the public. LEAD MANAGERS A merchant banker is appointed as the lead manager who orchestrates the issue in consultation with the company.

if required  Reply to SEBI /stock exchange in connection with changes in prospectus  Obtaining in-principal approval from stock exchange  File final prospectus with SEBI / stock exchange /ROC  Statuary advertisement  Submission of 1% security deposit with the regional stock excahne  Depositing promoter‟s contribution in the issue in a separate bank account . if any and make changes in prospectus. Filing of form 23 with ROC for passing special resolution for issuing  Appointment of intermediaries and entering into MOU with them.  Due diligence by a merchant banker  Submission of all required papers / documents with merchant banker  Preparation of draft prospectus in consultation with the merchant banker and submitting the same with SEBI along with the fees and other requirement and submitting the same with stock exchange as per guidelines.  Receipt of queries from SEBI/ stock exchanges.STEPS TO BE FOLLOWED FOR AN IPO / PUBLIC ISSUE STEPS OF IPO PRE-ISSUE  Board resolution for approving the draft prospectus and related resolution  Shareholder‟s resolution pursuant to section 81(1A) of the companies act. 1956.

 File form no.  Basis of allotment in consultation with the regional stock exchange.  Obtaining permission from stock exchange for listing and trading of securities. .  Submitting 3-day post issue monitoring report with SEBI by merchant banker.  78-day post issue monitoring report to be submitted by merchant banker with SEBI.  Dispatch of share certificate/refund orders.  Separate account to be opened for the application received from public.  Commencement of trading of securities.  Application to SEBI / stock exchange for refund of security deposit.  Redressel of investors grievance.  Entering into an listing agreement .ISSUE  Collection of application forms and processing the same at the registrar and share transfer agents office in consultation with the merchant banker.  Post-issue advertisement.POST.2 return of allotment with ROC.

STEPS OF PUBLIC ISSUE                           Board meetings Lead managers Co-managers Advisors Underwriters Banker Brokers and principal brokers Registrars to the issue Prospectus Application to stock exchange to list shares Registrar of companies (roc) Prospectus and application forms Initial listing application Promotional campaign Statutory announcement Subscription list Collection of applications Separate bank account Processing of applications Minimum subscription Underwriting liability Allotment of shares Over subscription Compliance report Listing Issuance of share certificates .

Around 50-60 per cent of the total money mopped up came from retail investors. The major chunk of money mobilized from the public came during the last day. „„The retail portion has been oversubscribed by 4 times which reflects the strong small investor response. „„The region-wise break up shows that Mumbai and Gujarat contributed a sizeable portion of the mop up. UBI‟s own customers may have responded to the IPO. this is the best response among all the bank equity issues in the last four years. those who missed the PNB issue may not have wanted to lose another opportunity. The Rs 288-crore public issue has received 3. Punjab National Bank‟s 100 per cent annualised returns after its listing created interest in this issue. a number of investors from small towns in Uttar Pradesh like Gazipur.380 crore. Surat and Ahmedabad have put in large applications during the last day. Baroda.8 crore. Second. mopping up a whopping Rs 1. The bank employees have also overwhelmingly responded to the public issue with a total commitment of Rs 66 crore against the reserved portion of Rs 28. however.‟‟ PRIME managing director Prithvi Haldea of the Delhi-based primary market database. according to sources.LATEST CONTROVERSIES RELATED TO IPO’S AND MULTIPLE DEMAT ACCOUNTS Latest Controversies related to IPO’s Union Bank of India‟s (UBI) IPO has broken a 3-year record of investor response to banking issues. The big ticket investors from regions like Mumbai. Delhi. contributed to the success of. The issue. Meerut and Azamgarh had applied for the IPO during the 4th and 5th day of the issue.91-crore issue (55. he IPO: „„First.‟‟ UBI chairman V Leeladhar said. Interestingly.5 lakh applications. according to sources associated with the issue.‟‟ the source said.7 times) . which shows the overwhelming investor response. in terms of a large amount of retail participation during the past three years.‟‟ The two banking IPOs which created history with their investor response include Global Trust Bank‟s Rs 26-crore IPO (oversubscription 57. Third. according to Mr Haldea.09 times) and Federal Bank‟s Rs 31... has been oversubscribed by almost 5 times. According to UBI. „„We thank our investors for showing their faith in us and for supporting the issue wholeheartedly. Three major factors. which closed on Wednesday. The bank collected over Rs 800 crore mainly backed by big applications on Wednesday. This is a record in itself.

600 shares or that other applicants acting as a front for Ms. ("YBL") during the pre-listing period.000. SEBI examined the dealings in the shares of YBL during the period from June 15.000 equity shares were reserved for Retail Investors. Ltd.31. 35 per equity share) aggregating to Rs. The pre-issue capital of YBL consisted of 200. 2005 and closed on June 21.500. Bombay Stock Exchange ("BSE") submitted an analysis of off market transactions in the shares of Yes Bank Ltd. Listing of the shares on the Stock Exchanges and commencement of trading was on July 12.e. Roopalben Panchal and her Associates Information obtained from the Registrar to the Issue ("RTI") Karvy Computershare Pvt. IPO of YBL YBL came out with a public issue of 70. Roopalben Nareshbhai Panchal had transferred 9. and Enam Financial Consultants Pvt.000 equity shares and the post issue capital of YBL was to be 270. 2005. Roopalben Panchal would have had to apply for crores of shares involving many crores of rupees in application money . was the Registrar to the issue.000. BSE observed that one Ms.000.31.000 equity shares offered in the public issue 35.000 equity shares were to be allotted Non Institutional Investors and 17.93% of the fully diluted post issue paid up capital of YBL. It was observed that Roopalben Panchal's name did not appear in the list of top 100 public issue allotees. Roopalben Panchal must have made multiple applications to be allotted 9. The IPO opened on June 15. DSP Merrill Lynch Ltd. Ltd. prior to the listing and commencement of trading on the Stock Exchanges. 45 per equity share (including share premium of Rs.000.68 times.600 shares to various entities in seven off market transactions on July 11. ("YBL") was one such company that had come out with an IPO in the recent past. The retail portion of the issue was oversubscribed by 9. 2005 to July 15.RTI) had acted as the RTI of YBL.600 shares. SEBI sought from the RTI the copies of application forms received from certain entities that were seen to have made/received substantial share transfers in their dematerialized accounts subsequent to the closure of the IPO but prior to listing and commencement of the trading on the Stock Exchanges. 10 each for cash at a price of Rs. namely BSE and National Stock Exchange ("NSE") on July 12. The Initial Public Offer (IPO) of YBL opened on June 15. Out of 70. 2005 and the shares were credited to the IPO allottees on July 5. 2005. .500. 17. Roopalben Panchal may have applied on her behalf but in their own name.000 equity shares of Rs. The basis of allotment was finalized on July 04. were the Book Running Lead Managers to the issue and Karvy Computershare Ltd. 2005 i. (Karvy .MULTIPLE DEMAT ACCOUNTS Yes Bank Ltd. Ms.150 million constituting 25.31.96 times and the non-institutional portion was oversubscribed by 43. 2005. 2005.000. In view of the above BSE suspected that Ms.000 equity shares. In order to get an allotment of 9. As sought by SEBI. Transactions in YBL Shares by Ms. 2005 and its shares were listed on the Stock Exchanges. In view of the above observations of BSE.000 equity shares were reserved for QIBs. during October 2005. 3. 2005 ("the relevant period").

If the company's stock rises.[2] Employee stock options (ESOs) are non-standardized calls that are issued as a private contract between the employer and employee. lawyers and promoters for services rendered. employee-type stock options can be offered to non-employees: suppliers. obligating the company to sell the employee its stock at whatever stock price was used as the exercise price. They may also be offered to non-executive level staff.ESOP An employee stock option[1] is a call option on the common stock of a company. exchange-traded options:        Exercise price: Quantity Vesting: Duration (Expiration): Non-transferable: Over the counter: Tax issues: . and it was eventually determined by the Financial Accounting Standards Board that the options should be expensed at their fair value as of the grant date. Over the course of employment. At that point. the employee may either sell the stock. consultants. insofar as they may have few other means of compensation. This gives employees an incentive to behave in ways that will boost the company's stock price. which are call options issued by a company with respect to its own stock. the employee may elect to exercise the options at some point. or hold on to it in the hope of further price appreciation or hedge the stock position with listed calls and puts. Employee stock options have the following differences from standardized. Restrictions on the option (such as vesting and limited transferability) attempt to align the holder's interest with those of the business shareholders. Employee stock options are mostly offered to management as part of their executive compensation package. especially by businesses that are not yet profitable. Stock option expensing became a controversy in the early 2000s. Depending on the vesting schedule and the maturity of the options. generally the company's current stock price. a company generally issues ESOs to an employee which can be exercised at a particular price set on the grant day. holders of options generally experience a direct financial benefit. The employee may also hedge the employee stock options prior to exercise with exchange traded calls and puts and avoid forfeiture of a major part of the options value back to the company thereby reducing risks and delaying taxes. issued as a form of non-cash compensation. Employee stock options are similar to warrants. Alternatively.

b) An equity instrument of another entity: c) A contractual right. To exchange financial assets or financial liabilities with another entity under conditions that are potentially favorable to entity : or 2) A contract that will or may be settled in the entity’s own equity instruments and is: i. . To receive cash or another financial asset from another entity: or ii. A non-derivatives for which entity is or may be obliged to receive a variable number of the entity’s own equity instrument.FINANCIAL ASSET : A financial asset is any asset that is a) Cash . i.

00.00.000 x 30% 14.00. Rs.000 DTL = 18.28.000 + 18.00.00.20.20.20. Rs.000 = 2.000-1.14.000 4.000) = 4.2009calculate the deferred tax asset / liability as per AS-22 Accounting profit Book profit as per MAT (minimum alternate tax) Profit as per income tax act Tax rate Mat rate SOLUTION : Rs.80.40.000 + deferred tax = deferred tax liability = 21. 30% 10% Description Tax as per accounting profit Tax as per IT Tax as per MAT Calculation 70.000 x 10% 28.00.000.00.000+(2.000.00.20.20.00.000 x 30% Amount (Rs) 21.70.000.000-2.000 = 21.000 Amount to be debited to profit and loss account = current tax + deferred tax liability + (MAT –Current tax) 4.20.000 .000 Tax expense = current tax +deferred tax 21.(Q) From the following information for jallianwala baug ltd for the year ended 31st march.000 + 18.000 2.00.40.80.000-1.80.80.

90.00.00.40.40.00.00.30.00. 30% 10% Tax expense = current tax +deferred tax 27.000 4. For the year ended 31 march.000 = 3.000 Amount to be debited to profit and loss account = current tax + deferred tax liability + (MAT –Current tax) 3.60.000.000 x 30% 12.12.90.00.2009.000 + 30.60.000 . Rs.000 = 27.60.39.00.60.000+(3.00.(Q) From the following information amazing zeal ltd.20.00.000 + 23.000 2.000.000. calculate the defeered tax asset/libility as per AS-22 Accounting profit Book profit as per MAT (minimum alternate tax Profit as per income tax act Tax rate Mat rate SOLUTION : Description Tax as per accounting profit Tax as per IT Tax as per MAT Calculation 90.000 DTL = 23.000 Rs.000-3.00. Rs.000-3.000 x 30% Amount (Rs) 21.000 x 10% 39.000 + deferred tax = deferred tax liability = 27.000) = 27.80.

Rs.000 2.00.30.(Q) From the following information for elation ltd.000 Amount to be debited to profit and loss account = current tax + deferred tax liability + (MAT –Current tax) 3.000. Rs.000) = 8.00.90.30.10.000 = 3.000 .13. For the year ended 31th march.000 x 30% 23.90.000+(2.23.00.000 = 7.000 DTL = 12.90.000 + deferred tax = deferred tax liability = 21.60.000 x 30% Amount (Rs) 16. 30% 10% Description Tax as per accounting profit Tax as per IT Tax as per MAT Calculation 55.000 – 1.00.50.2009.000 x 10% 13.000.70.000.000 3.90. calculate the differed tax asset/liability as per AS-22 Accounting profit Book profit as per Mat (minimum alternate tax Profit as per income tax act Tax rate Mat rate SOLUTION : Rs.60.55.000-3.000 Tax expense = current tax +deferred tax 16.50.00.90.000 + 12.60.00.000-3.00.

60.00.00.000 = 14.30.30.00.000 x 30% 21.(Q) From the following information for mimosa ltd.000-6. 30% 10% Tax expense = current tax +deferred tax 18.90.00.000 9.99.000 + deferred tax = deferred tax liability = 18.000 + 11.000+(9.000 x 10% Amount (Rs) 18.000.70.000 Amount to be debited to profit and loss account = current tax + deferred tax liability + (MAT –Current tax) 6. Rs.40.00.60.30.21.30.000-6.00.000. Rs. calculate the differed tax asset/liability as per AS-22 Accounting profit Book profit as per Mat (minimum alternate tax Profit as per income tax act Tax rate Mat rate SOLUTION : Description Tax as per accounting profit Tax as per IT Tax as per MAT Calculation 60.000 Rs.70.000 .000 x 30% 99.30.000. For the year ended 31th march.90.000 – 3.00.000 DTL = 11.000) = 18.000 6.000 = 6.2009.00.00.00.

as per tax record is Rs.30.70 As tax expense is more than the current tax due to timing difference of 29.(Q) Andromeda ltd.120 lakhs but as per tax record Rs.accounting depreciation) Less : unamortized expenses provided in taxable income Timing difference Calculation Rs 150 lakhs -120lakhs = Amount (Rs) 30.150 lakhs. How much differed tax asset/liability should be recognized as transition adjustment as per AS-22 SOLUTION : Depreciation Excess depreciation as per tax(tax depreciation. There is adequate evidence of future profit sufficiency. unamortized preliminary expenses. Tax rate 30%. has provided depreciation as per accounting record Rs.00 0.30 29. lakhs .70lakhs therefore deferred tax liability = 30 % of Rs.91. 29.70 is 8.000.

unamortized preliminary expenses.000.80 is 8.00 0.(Q) New jewel ltd. lakhs .accounting depreciation) Less : unamortized expenses provided in taxable income Timing difference Calculation Rs 90 lakhs -60lakhs = Amount (Rs) 30.94. as per tax record is Rs. How much differed tax asset/liability should be recognized as transition adjustment as per AS-22 SOLUTION : Depreciation Excess depreciation as per tax(tax depreciation. There is adequate evidence of future profit sufficiency. Tax rate 30%.20 29.70lakhs therefore deferred tax liability = 30 % of Rs. has provided depreciation as per accounting record Rs.60 lakhs but as per tax record Rs.90 lakhs.20.80 As tax expense is more than the current tax due to timing difference of 29. 29.

has provided depreciation as per accounting record Rs. 39. There is adequate evidence of future profit sufficiency.(Q) Rising star ltd .000.75 As tax expense is more than the current tax due to timing difference of 29.925.75 is 11.110 lakhs. lakhs .70 lakhs but as per tax record Rs.25. as per tax record is Rs. How much differed tax asset/liability should be recognized as transition adjustment as per AS-22 SOLUTION : Depreciation Excess depreciation as per tax(tax depreciation. Tax rate 30%.25 39. unamortized preliminary expenses.accounting depreciation) Less : unamortized expenses provided in taxable income Timing difference Calculation Rs 110 lakhs -70lakhs = Amount (Rs) 40.70lakhs therefore deferred tax liability = 30 % of Rs.00 0.

95 lakhs.85 As tax expense is more than the current tax due to timing difference of 29. lakhs .955.70lakhs therefore deferred tax liability = 30 % of Rs.15. has provided depreciation as per accounting record Rs.15 39.85 is 11. Unamortized preliminary expenses. 39. There is adequate evidence of future profit sufficiency.000.55 lakhs bt as per tax record Rs. Tax rate 30%.(Q) Queen of Jhansi ltd. How much differed tax asset/liability should be recognized as transition adjustment as per AS-22 SOLUTION : Depreciation Excess depreciation as per tax(tax depreciation. as per tax record is Rs.00 0.accounting depreciation) Less : unamortized expenses provided in taxable income Timing difference Calculation Rs 95 lakhs -55lakhs = Amount (Rs) 40.

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