Please request to all seniour members of CACLUB to share their experiance....

Regards.

In one of the interview i have been asked after completing ur 15 months training in a Pvt Ltd co. how will u manage to work in  a Ltd co?

Another Common Question asked is why you wat to change the job for which general ans is for growth or better furtur prospectus

Which form is filed for Creation and modification and satisfaction of Charge ?

The Answer is :

For

Particulars for creation or modification of charges (other than those related to debentures Form 8

Particulars for registration of charges for Debenture Form 10

and

Particulars for satisfaction of charges Form 17

Regards.

Que : what should be maximum time gap between two AGM ?

ANS : Not more than 15 months must elapse between two annual general meetings. However, a company may hold its first annual general meeting within 18 months from the date of its incorporation.

Thanks & Regards.

If u going in such company who is coming wiht IPO  what type of question may be ask , lets discuss .

que : in which cases ICDR may apply ?

ans : Applicability of the regulations.

3. Unless otherwise provided, these regulations shall apply to the following:

(a) a public issue;
(b) a rights issue, where the aggregate value of specified securities offered is fifty lakh rupees or
more;
(c) a preferential issue;
(d) an issue of bonus shares by a listed issuer;
(e) a qualified institutions placement by a listed issuer;
(f) an issue of Indian Depository Receipts.

Thanks and Regards.

Que : COMMON CONDITIONS FOR PUBLIC ISSUES AND RIGHTS ISSUES ?

Ans :

* Any issuer offering specified securities through a public issue or rights issue shall satisfy the
conditions of this Chapter at the time of filing draft offer document with the Board (unless stated
otherwise in this Chapter) and at the time of registering or filing the final offer document with the
Registrar of Companies or designated stock exchange, as the case may be.

* public issue or rights issue of specified securities shall not make ins some cases.

* Appointment of merchant banker and other intermediaries.

* Filing of offer document.

* In-principle approval from recognised stock exchanges.

* Documents to be submitted before opening of the issue.

* Draft offer document to be made public.

* Fast Track Issue.

* Opening of an issue.

*  Dispatch of issue material.

* Underwriting.

 * Minimum subscripttion.

* Oversubscripttion.

* Monitoring agency.

* Manner of calls.

*Allotment, refund and payment of interest.

* Restriction on further capital issues.

* Additional requirements for issue of convertible debt instruments.

* Roll over of non convertible portion of partly convertible debt instruments.

* Conversion of optionally convertible debt instruments into equity share capital.

* Issue of convertible debt instruments for financing.

* Alteration of rights of holders of specified securities.

Thanks & Regards

Que . Eligibility criteria for IPO .

Ans :

An issuer may make an initial public offer, if:

(a) it has net tangible assets of at least three crore rupees in each of the preceding three
full years (of twelve months each), of which not more than fifty per cent. are held in
monetary assets:

Provided that if more than fifty per cent. of the net tangible assets are held in
monetary assets, the issuer has made firm commitments to utilise such excess
monetary assets in its business or project;

(b) it has a track record of distributable profits in terms of section 205 of the Companies
Act, 1956, for at least three out of the immediately preceding five years:

Provided that extraordinary items shall not be considered for calculating distributable
profits;

(c) it has a net worth of at least one crore rupees in each of the preceding three full years
(of twelve months each);

(d) the aggregate of the proposed issue and all previous issues made in the same financial
year in terms of issue size does not exceed five times its pre-issue net worth as per the
audited balance sheet of the preceding financial year;

(e) if it has changed its name within the last one year, at least fifty per cent. of the revenue
for the preceding one full year has been earned by it from the activity indicated by the
new name.

An issuer not satisfying any of the conditions stipulated in sub-regulation (1) may make an
initial public offer if:

(a) (i) the issue is made through the book building process and the issuer undertakes to allot
at least fifty per cent. of the net offer to public to qualified institutional buyers and to
refund full subscripttion monies if it fails to make allotment to the qualified
institutional buyers ;

or

(ii) at least fifteen per cent. of the cost of the project is contributed by scheduled
commercial banks or public financial institutions, of which not less than ten per cent.
shall come from the appraisers and the issuer undertakes to allot at least ten per cent.
of the net offer to public to qualified institutional buyers and to refund full
subscripttion monies if it fails to make the allotment to the qualified institutional
buyers;

(b) (i) the minimum post-issue face value capital of the issuer is ten crore rupees;

or

(ii) the issuer undertakes to provide market-making for at least two years from the date
of listing of the specified securities, subject to the following:

(A) the market makers offer buy and sell quotes for a minimum depth of three hundred
specified securities and ensure that the bid-ask spread for their quotes does not, at
any time, exceed ten per cent.;

(B) the inventory of the market makers, as on the date of allotment of the specified
securities, shall be at least five per cent. of the proposed issue.

*   An issuer shall not make an allotment pursuant to a public issue if the number of prospective
allottees is less than one thousand.

Thanks and Regards.

Note: above answer is not full fledge. it just overview for interview to satisfy interviewer.

Que : eligibility criteria for Pricing ?

Ans:

Pricing.

(1) An issuer may determine the price of specified securities in consultation with the lead merchant
banker or through the book building process.

(2) An issuer may determine the coupon rate and conversion price of convertible debt instruments in
consultation with the lead merchant banker or through the book building process.

(3) The issuer shall undertake the book building process in a manner specified in Schedule XI.

Differential pricing.

An issuer may offer specified securities at different prices, subject to the following:

(a) retail individual investors or retail individual shareholders may be offered specified securities
at a price lower than the price at which net offer is made to other categories of applicants:

Provided that such difference shall not be more than ten per cent. of the price at which
specified securities are offered to other categories of applicants;

(b) in case of a book built issue, the price of the specified securities offered to an anchor investor
shall not be lower than the price offered to other applicants;

(c) in case of a composite issue, the price of the specified securities offered in the public issue
may be different from the price offered in rights issue and justification for such price
difference shall be given in the offer document

Price and price band.

 (1) The issuer may mention a price or price band in the draft prospectus (in case of a fixed price
issue) and floor price or price band in the red herring prospectus (in case of a book built issue) and
determine the price at a later date before registering the prospectus with the Registrar of Companies:
Provided that the prospectus registered with the Registrar of Companies shall contain only one price
or the specific coupon rate, as the case may be.

(2) If the floor price or price band is not mentioned in the red herring prospectus, the issuer shall
announce the floor price or price band at least two working days before the opening of the bid (in
case of an initial public offer) and at least one working day before the opening of the bid (in case of
a further public offer), in all the newspapers in which the pre issue advertisement was released.

(3) The announcement referred to in sub-regulation (2) shall contain relevant financial ratios
computed for both upper and lower end of the price band and also a statement drawing attention of
the investors to the section titled “basis of issue price” in the prospectus.

(4) The cap on the price band shall be less than or equal to one hundred and twenty per cent. of the
floor price.

(5) The floor price or the final price shall not be less than the face value of the specified securities.

Face value of equity shares.

 (1) Subject to the provisions of the Companies Act, 1956, the Act and these regulations, an
issuer making an initial public offer may determine the face value of the equity shares in the
following manner:

(a) if the issue price per equity share is five hundred rupees or more, the issuer shall have
the option to determine the face value at less than ten rupees per equity share:

Provided that the face value shall not be less than one rupee per equity share;

(b) if the issue price per equity share is less than five hundred rupees, the face value of the
equity shares shall be ten rupees per equity share:

Provided that nothing contained in this sub-regulation shall apply to initial public offer
made by any government company, statutory authority or corporation or any special
purpose vehicle set up by any of them, which is engaged in infrastructure sector.

(2) The disclosure about the face value of equity shares (including the statement about the issue
price being “X” times of the face value) shall be made in the advertisements, offer documents and
application forms in identical font size as that of issue price or price band.

Thanks & Regards.

Que. What is promoter minimum Contribution ?

Ans ;

The promoters of the issuer shall contribute in the public issue as follows:

(a) in case of an initial public offer, not less than twenty per cent. of the post issue capital;

(b) in case of a further public offer, either to the extent of twenty per cent. of the proposed
issue size or to the extent of twenty per cent. of the post-issue capital;

(c) in case of a composite issue, either to the extent of twenty per cent. of the proposed
issue size or to the extent of twenty per cent. of the post-issue capital excluding the
rights issue component.

Thanks & Regards.

Note : this answer is not in full fledge, just for interview purpose.

que : what is lock in period ?

ans :

Lock-in of specified securities held by promoters

In a public issue, the specified securities held by promoters shall be locked-in for the period
stipulated hereunder:

(a) minimum promoters’ contribution shall be locked-in for a period of three years from the date
of commencement of commercial production or date of allotment in the public issue,
whichever is later;

(b) promoters’ holding in excess of minimum promoters’ contribution shall be locked-in for a
period of one year:

In case of an initial public offer, the entire pre-issue capital held by persons other than
promoters shall be locked-in for a period of one year:

Provided that nothing contained in this regulation shall apply to:

(a) equity shares allotted to employees under an employee stock option or employee stock
purchase scheme of the issuer prior to the initial public offer, if the issuer has made full
disclosures with respect to such options or scheme in accordance with Part A of Schedule
VIII;

(b) equity shares held by a venture capital fund or a foreign venture capital investor for a period
of at least one year prior to the date of filing the draft prospectus with the Board:

Lock-in of specified securities lent to stabilising agent under green shoe option.

The lock-in provisions of this Chapter shall not apply with respect to the specified securities
lent to stabilising agent for the purpose of green shoe option, during the period starting from the
date of lending of such specified securities and ending on the date on which they are returned to the
lender in terms of sub-regulation (5) or (6) of regulation 45:

Provided that the specified securities shall be locked-in for the remaining period from the date on
which they are returned to the lender.

Pledge of locked-in specified securities.

Specified securities held by promoters and locked-in may be pledged with any scheduled
commercial bank or public financial institution as collateral security for loan granted by such bank
or institution, subject to the condition.

Transferability of locked-in specified securities.

Subject to the provisions of Securities and Exchange Board of India (Substantial Acquisition of
shares and Takeovers) Regulations, 1997, the specified securities held by promoters and locked-in
as per regulation 36 may be transferred to another promoter or any person of the promoter group
or a new promoter or a person in control of the issuer and the specified securities held by persons
other than promoters and locked-in as per regulation 37 may be transferred to any other person
holding the specified securities which are locked-in along with the securities proposed to be
transferred:

Provided that lock-in on such specified securities shall continue for the remaining period with the
transferee and such transferee shall not be eligible to transfer them till the lock-in period stipulated
in these regulations has expired

Thanks & Regards.

Que : What should be period of subscripttion ?

ans :

(1) A public issue shall be kept open for at least three working days but not more than ten working
days including the days for which the issue is kept open in case of revision in price band.

(2) In case the price band in a public issue made through the book building process is revised, the
bidding (issue) period disclosed in the red herring prospectus shall be extended for a minimum period
of three working days:

Provided that the total bidding period shall not exceed ten working days.

Thanks & Regards.

Que .  what should  Minimum application value. ?

(1) The issuer shall stipulate in the offer document, the minimum application size in terms of
number of specified securities which shall fall within the range of minimum application value of
five thousand rupees to seven thousand rupees.

(2) The issuer shall invite applications in multiples of the minimum application value, an illustration
whereof is given in Schedule XIV.

(3) The minimum sum payable on application shall not be less than twenty five per cent. of the issue
price:

Provided that in case of an offer for sale, the issue price payable for each specified security shall be
brought in at the time of application.

Thanks & Regards.
 

Que . how many MANDATORY COLLECTION CENTRES should appoint ?

(1) The minimum number of collection centres shall be as follows:

(a) The four metropolitan centres situated at Mumbai, Delhi, Kolkata and Chennai.

(b) All such places where the recognised stock exchanges are located in the region in
which the registered office of the issuer is situated;

(c) The region-wise collection centres .

Thanks & Regards.