Thursday, April 21, 2011

You are Sweet and Cute


Just look at those eyes
Daring and Dreaming
Just look at those dimples
Radiating and Beaming
Just look at those charming smile
Lighting and delighting
You are most beautiful girl
In the eyes of your mother
Pleased and proud
In the eyes of your friend
Thoughtful and thankful
In the eyes of your mirror
Excite and bright
Being in blue or in pink
Made this poet to ink
Now say me not you are ugly
As said by your friend, you are pagli

N.M.Leepsa
21st April 2011

Saturday, April 16, 2011

A different way of Proposing


I am a big fan of Paulo Coelho , he writes few lines from daily incidents in his blog but with interesting approach. I thought to make an attempt to do the same. Recently in hostel  many girls got married and was describing their marriage proposals, while listening and thinking about them and thought to read the their thoughts and wrote a girl's way of proposing. These modern girls are little different from the past days but still with a Indian bride at heart. It goes like this-

I don’t know to how to wear saree, but I like to wear them.
I don’t know to read the Gita in Sanskrit properly, but I believe the lines written inside it.
I don’t practice much of pujas and worships, but I can pray God for well being of your family.
I don’t know to prepare delicious dishes, but I can make sure  won’t keep anyone hungry in your family.
I don’t know how to behave and speak to your parents as a daughter in law, but I know I would love them like my parents.
I don’t know much of relationship of brother in law and daughter in law, but I know with  their presence I wont miss my brother and sister.
Will you like to marry this girl who does not know many things, but knows that every relationship goes on with understanding and love?

Wednesday, April 13, 2011

Legal Aspects of Mergers and Acquisitions in India -News, Views and Reviews



 Liberalization & Law: Twist in M&A tale
“Ignorantia juris non excusat” (Ignorance of the law is no excuse)
Liberalization has brought changes in the corporate landscape. It has left the corporate with two options “Competition or Collaboration”. Corporate chose M&A as the best strategic option to collaborate to face competition.  Today, the volume and value of mergers and acquisitions is mushrooming in India. The recent mergers and takeovers in 2011 are ACC ltd with Lucky Minmat Ltd; Crompton Greaves Ltd. with C G Capital & Investments Ltd; Jaiprakash Power Ventures Ltd. with Jaypee Karcham Hydro Corpn. Ltd.; Tata Communications Ltd. with Tata Communications Internet Services Ltd and  Intas Pharmaceuticals Ltd. taking over Intas Biopharmaceuticals Ltd. Even prior to 1991, the business houses like Goenka and Manu Chabaria grew through Acquisitions. It is therefore necessary to understand and comprehend the rules and regulations governing the Mergers and Acquisitions in India.  The rules and regulations relating to M&A administration do not harm investment climate or economic growth as generally perceived, but rather it aids to growth. As said by Dhanenendra Kumar, Chairman CCI “wherever competition laws are in place, large M&As have legal certainty”.
M&A… The legal definition
The legal definition of amalgamation comes under Section 21B of Income Tax Act which means merger of either one or more companies with another company or merger of two or more companies to form one company in such a manner that (a) all the assets and liabilities of the target company/companies become the assets and liabilities of acquirer company (b) shareholders holding not less than 75% of the value of shares in the target company (other than shares which are held by, or by a nominee for, the transferee company or its subsidiaries) become shareholders of the acquirer company. (c) the consideration for the amalgamation receivable by those equity shareholders of the target company who agree to become equity shareholders of the acquirer company is discharged by the acquirer company wholly by the issue of equity share in the acquirer company, except that cash may be paid in case of any fractional shares (d) the business of the target company is intended to be carried on, after the amalgamation, by the acquirer company (e) No adjustment is intended to be made in the book values of the assets and liabilities of the target company when they are incorporated in the financial statements of the acquirer company except to ensure uniformity of accounting policies.
Laws governing M&A in India...A Plethora of Acts
The various laws that govern mergers and acquisitions in India are Companies Act 1956, SEBI Takeover Code, Monopolies and Restrictive Trade Practices (MRTP) Act 1969, Industries (development and Regulation) Act 1951, Sick Industries Companies Act (SICA) 1985 and Section 72A of Income Tax Act 1961, SCRA 1956. The sectors that are mostly affected by these regulations are public utilities, banking & insurance, broadcasting, telecommunication and transportations.
The Companies Act 1956 contains provisions relating to amalgamations like the definition of amalgamation, arrangement, unsecured creditors; the provisions that give power to the high court to sanction and enforce the amalgamation, provisions relating to proving of necessary information to parties concerned in the scheme of amalgamation, provisions relating to preservation and protection of account books and papers of amalgamated company.
The Industries Development and Regulation Act, 1951 enacted to develop and regulate certain companies and it contain provisions relating to liquidation and reconstruction of companies where Central Government manages and controls such companies.
Section 72A of Income Tax Act, 1961 made provisions to encourage restructuring of companies by giving special treatment/benefits to companies. The benefit is that the loss of amalgamating/target company shall be allowed to set off and carried forward by amalgamated/ acquirer company. But the benefit will be available only if certain conditions are fulfilled like (a) there is an amalgamation of the company of an industrial undertaking (b) the amalgamated company continues to hold 75% in value of assets of amalgamating which is acquired as a result of amalgamation for five years from effective date of amalgamation (c) the amalgamated company carry out the business of amalgamating company at least for period of five years (d) the amalgamated company fulfils others such conditions as may be prescribed (by Rule 9c) to ensure revival of business of amalgamating/target company or to ensure that amalgamation is for general business purpose.
The cross border deals were regulated by Foreign Exchange Regulation Act (FERA) 1983.
The Monopolistic and Restrictive Trade Practices (MRTP) Act 1969, was enacted to ensure that the various activities in the economic system does not result in the concentration of economic power in hands of few business houses by controlling monopolies and by prohibiting monopolistic and restrictive trade practices. But this power has been removed in MRTP Act 1991 and the companies need not have any permission required for going into scheme of amalgamation. But this Act no more valid.
The Competition Act 2002 is incorporated replacing MRTP Act, in same objectives to prevent practices that have adverse effect on competition, to promote and sustain competition in market, to protect the interest of consumers, to ensure freedom of the trade carried on by any other participants in market and to regulate mergers and acquisitions. The reason is that competition enhances capacity and capability and increases competitiveness which is essential in market.
Sick Industrial Companies (Special Provisions) Act (SICA), 1985 contains provisions to relating to sick companies. This act objective is to find out any sick or potentially sick companies so that quick preventive and remedial measures can be taken to revive the company.
Indian Stamp Act 1989 is enacted to collect stamp duty which varies from state to state in relation to conveyance during amalgamation to raise government revenues.
The New Takeover Code...Problems and Prospects
There are certain amendments made in the Competition Act of 2002 which will be effective from June 2011.  As per the new provision, Clause (A) section 54 of Competition Act 2002 (12, 2003), the Central Government, in public interest, will exempts an enterprise, whose control, shares, voting rights or assets are being acquired has assets of the value of not more than 250/- crores or turnover of not more than 750/- crores from the provisions of section 5 of the said Act for a period of five years. The Central Government, in public interest will exempt the ‘Group’ exercising less than fifty per cent of voting rights in other enterprise from the provisions of section 5 of the said Act for a period of five years. As per sub-section (3) of section 20, of the Competition Act, 2002 (12 of 2003), the Central Government, in consultation with the Competition Commission of India enhanced on the basis of the wholesale price index, the value of assets and the value of turnover, by fifty per cent for the purposes of section 5 of the said Act. CCI will give its approval for all high value M&A as per the notification of merger control provisions under Competition Act of 2002. It has however created lots of criticisms in some aspects. While of the criticisms are answered others are yet to be worked on.
The asset and thresholds (for bringing M&A under CCI scrutiny have been increased by 50%.  The definition of a “group entity” has been changed for 5 years period from an entity that holds 26% voting rights to 51% shareholdings. The turnover thresholds will affect Indian company and will make way for foreign company to move ahead with any CCI approval. Say, an Indian company with turnover of Rs. 3000 crores cannot acquire another Indian company unless it gets approval of the CCI. But, a foreign company with turnover outside India of more than USD 1.5 billion (or in excess of Rs. 4500 crores) may acquire a company in India with sales just short of Rs. 1500 crores without any prior notification to (or approval of) the CCI. These are not warmly welcomed by industry. Apart from it, re-defining the term “combination” was considered unnecessary and confusing.
There were also some arguments whether M&A in banking sector will be taken care by RBI or CCI.  It was held that CCI will not be given permission to scrutine M&A in banking sector because they are generally sanctioned by the RBI and central government taking into consideration the public interest, the interest of depositors. It was said that if RBI is the expert in banking sector, CCI is the newly born entity to handle the matter. It may also cause unnecessary avoidable delays in the M&A clearance process.
As per the new takeover code, it will be 180 or 128 days to clear major M&A in India, apart from the small M&A which are out of scrutiny of CCI will cleared within 30 days. The following are the International practices for number of days in M&A clearance process.
Indian and International Practices to sanction M&A
International Practices
Time limit to clear major M&A
European Union
90-125 working days or 224 days
France
4 month with provision for another month Extension
China
90-150 working days
India
210 days

Rules and Regulations… The Last Line
            The main motive behind these rules and regulations should be to encourage more of mergers and acquisitions along with transparency, fairness and equal opportunities for all in all activities relating to acquisition of shares or taking over ownership and control of companies.  It is not enough to make policy and prohibitions to meet current needs; rather it must allow the industries to evolve, with speed and commercial viability to meet future needs. Take for example, the current telecoms M&A rules restrictive and it is expected from the government to relax these norms to facilitate mergers and acquisitions in the 15-operator market. One way as suggested by telecom minister is the number of players in each telecoms zone should not fall below six, including the state-run operator.

References:
·         Das Bhagban et al. (2009). “The Legal And Regulatory  Framework”, Corporate Restructuring
·         Dash AP (2010). “Companies Act and SEBI Takeover Code”, Mergers and Acquisitions
·         Dash AP (2010). “Legal Procedures for Mergers and Acquisitions”, Mergers and Acquisitions
·         Ernst & Young Master Guide to Mergers and Acquisitions in India: Tax and Regulatory
·         Kumar, B.R. (2011). “Regulatory Framework of Mergers and Acquisitions”, Mergers and Acquisitions, Text and Cases, pp. 230-255
·         Government of India , Ministry of Corporate Affairs, Notifications dated March 2011 
·   http://www.business-standard.com/india/news/sebi-meet-may-takenew-takeover-code-proposals-soon/432125/

Friday, April 8, 2011

The Deep Moment


That night that dreams 
That words that sight
In the cradle of clouds
In the corner of hearts
Touched those ears
The whisper of the prince
Of the lost kingdom
The same roses 
The same thorns
Inside the silver lining memories
Inside the shell of love
The summer came
In same spring smile
But with winter pain
Bringing the rain
Like a sudden wind
Like twinkle of eyes
For time shorter than my breathe
To see face in short light of lightening
A heart break 
For luck sake
The nest of hopes
The sticks of love
Songs makes no sense
In season of presence or absence
Wish birds had never met yesterday
Wish birds never meet today
Wish birds would never meet again

N.M.Leepsa
9th April 2011








Wednesday, April 6, 2011

Life is like game of playing cards


We friends were just relaxing one day and thought to play with playing cards...Then suddenly we started talking life is just like game of playing cards. Just like the king and queen have no worth when taken individually, but when they are together they rule the roost, same way we should not have any ego how much at the top we are, because at every step of life we need someone to move ahead. Alone we cannot do anything. A student needs a teacher, a friend needs a friend, a lover needs his beloved, a child need parents love. we saw the joker one that makes us happy. Same way  some persons may stay out of your life but still makes you happy always. Then suddenly i lose a game as i could not understand the mindset of my partner. It teaches us that there should be proper communication between all the persons in our life in any relationship to win any exam of life. one of friend said" Just like we need partner in a game, we need partner in our life".  i was upset being losing, then my friend said "  It is not necessary to win always, sometimes enjoy game for relaxation for sake of fun. Same way live life like a game with cooperation rather than competition always. This will make you feel happy. It is not always success that gives us happiness, but rather if you are happy in every moments of life, then you are successful. Then another friend added,  everything in life is not like playing cards, where luck and your brain will work, but sometimes in life apart from your fate and intelligence, hard work is required. Finally , i and my partner won two times and got the 6 and 5 red heart card as symbol of winning. Then my friend said, it is the patience that takes you towards your goal, because if you would have left the game then you would not have won two times, but you had faith in your partner, your luck and had patience and finally you won the game. In life too , do not sleep until your goal is achieved and when your goal is achieved aim for another goal.

Tuesday, April 5, 2011

THE MIND STAGES OF GIRL

STRAW PAINTING USING WATER COLOURS
MARCH 2011
THE ABSTRACT PAINTING DESCRIBES THE DIFFERENT STAGES OF MIND IN THE GIRL'S LIFE...FROM TEENAGE INNOCENCE TO ADULTHOOD CONFIDENCE.

The first stage is in pink and orange where the girl is a teenager , excited to know the outside world but fears the world. She moves to the new world of love and happiness. Then the green colour depicts the stage of jealously when another girl comes in her way of love, then the red depicts the anger that comes out of jealously and not being accepted by her love. Then next stage of her mind is depression which is depicted in blue and black colour as her life is now filled with sorrow being not loved by the person she loves. The colour combo of her adult stage may be scary, but it is not scary to world but scary to her, her dark life without any hopes and ambitions. She is lonely and sad. Finally the girl now becomes adult and feels herself confident to face any harsh realities of life. The yellow colour depicts of her new life, her growing age with confidence.  The colours are overflowing from one stage to another because the different emotions staying together in certain stage of her mind and life.The colour is vibrant because her mind was not peaceful sometimes in search of happiness and sometimes in search love.

TULIPS

WATER COLOUR PAINTING
MARCH 2011

leepsa.....The princess of wishes: Phantasy

leepsa.....The princess of wishes: Phantasy

Phantasy

THE CRUEL MISTRESS
WATER COLOUR PAINTING
MARCH 2011
Sometimes it happens that a boy loves a girl but never express it through words. The girl know that and behaves as if she does not know. But she too loves him. So the boy lovingly names her cruel mistress of love who cannot understand the pain of his heart when she does not recognize his love.

 THE HOUSE OF THE WITCH
WATER COLOUR PAINTING
MARCH 2011


FULL MOON NIGHT 
WATER COLOUR PAINTING
MARCH 2011
 THE GENIE AND THE MAGIC LAMP
SKETCH AND WATER COLOUR PAINTING
MARCH 2011
 THE MAGIC MIRROR
WATER COLOUR PAINTING
MARCH 2011

Black Magic

BLACK MAGIC 
31/03/2011
IT IS THE REPLICA OF A ARTIST  OIL PAINTING AVAILABLE AT http://sigil.pl/index.php/2011/01/28/black-magic-according-to-rosaleen-norton/?lang=en. I HAVE USED WATER COLOUR.Rosaleen Norton (1917 – 1979) was an Australian artist and occultist, witch. The main figures from Rosaleen Norton painting “Black magic”.

Monday, April 4, 2011

A Friend like you...


Like the vast sky and the deep sea
The immortal our friendship will be
No waves no wind
No words unkind
Can break or wreck
Nor the breathe can take
The love we feel
No anger can kill
But sometimes it happens
My heart gets broken
Not by your words
But by fate stars
That reminds of harsh persons
The ruthless demons
Those who hurt me infinite
Like pushing a knife overnight
The dishonesty the ingratitude
The lies of all magnitude
So when I hear any loud words
I remember the queen of playing cards
Like her I feel I have no worth
Without the king on this earth
Then tears fall boundless
Reminding all past pain and no bless
People ask about my pale face
Where I lost the charm and grace
But I find no answer
My happiness stays short and far
But when the tears dry
I stop to cry
Then I realize the things I lost
The moments without you that crossed
But you never know
The feelings I never show
The way you care
The same way I do care
I always asked God a favor to do
To give a loving friend like you

N.M.Leepsa
5th April 2011

About Leepsa...writer by chance but write by choice

My photo
Chandler, Arizona, India
N. M. Leepsa is a young writer, teacher researcher, painter. She was born in 1985 in Bhubaneswar, India’s eastern state of Odisha. Her parents Nabaghan Jena(Father ) and Madhabika Jena(Mother) raised her with utmost care to give her higher education and support her achieve whatever academic credentials. She did her schooling at the Children’s Centre of Integral Education, Bhubaneswar, Odisha. She attended Ramadevi Women’s College (B.Com), Utkal University (M.Com);Ravenshaw University (M.Phil) for her college studies. After this, she was inspired to pursue her PhD from Vinod Gupta School of Management, Indian Institute of Technology Kharagpur. Completing her studies, she joined as faculty of finance in LMT School of Management, Thapar University, Patiala, Punjab and then worked at School of Management, National Institute of Technology, Rourkela, Odisha. She is currently pursuing her professional courses at Grand Canyon University, USA. She can be reached at • Email: leepsa.writer@gmail.com, • Facebook Page: https://www.facebook.com/Leepsa.writer • Blog: http://nmleepsa.blogspot.com/.

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