Indemnity Letter To, The Company Secretary & Compliance: Fill & Download for Free

In the context of a legal agreement—which is what a term sheet is—a “schedule” is a list of things that are referenced in the agreement. Often, for complex agreements, there are many things that need to be listed. Examples might be:Names and salaries of employeesNames and ownership interests of shareholdersSoftware licensesPatents and intellectual propertyComputers and other owned equipmentLeases the company has signedEtc.Instead of putting all this directly into the agreement, they will instead be listed separately and attached to the end, with the agreement itself just saying something like “the employees as listed in Schedule A”.There is no particular order in which schedules are attached, although it is typically in the order in which they are referenced in the document. And for purposes of clarity, each schedule is numbered (or, more often, lettered, starting with “Schedule A”.)To give you an idea of the kind of schedules you might find in the actual closing documents of an investment (although likely not the term sheet), take a look at this typical due diligence list:A. Organization of the Company1. Describe the corporate or other structure of the legal entities that comprise the Company. Include any helpful diagrams or charts. Provide a list of the officers and directors of the Company and a brief description of their duties.2. Long-form certificate of good standing and articles or certificate of incorporation from Secretary of State or other appropriate official in the Company's jurisdiction of incorporation, listing all documents on file with respect to the Company, and a copy of all documents listed therein.3. Current by-laws of the Company.4. List of all jurisdictions in which the Company is qualified to do business and list of all other jurisdictions in which the Company owns or leases real property or maintains an office and a description of business in each such jurisdiction. Copies of the certificate of authority, good standing certificates and tax status certificates from all jurisdictions in which the Company is qualified to do business.5. All minutes for meetings of the Company's board of directors, board committees and stockholders for the last five years, and all written actions or consents in lieu of meetings thereof.6. List of all subsidiaries and other entities (including partnerships) in which the Company has an equity interest; organizational chart showing ownership of such entities; and any agreements relating to the Company's interest in any such entity.B. Ownership and Control of the Company1. Capitalization of the Company, including all outstanding capital stock, convertible securities, options, warrants and similar instruments.2. List of securityholders of the Company (including option and warrant holders), setting forth class and number of securities held.3. Copies of any voting agreements, stockholder agreements, proxies, transfer restriction agreements, rights of first offer or refusal, preemptive rights, registration agreements or other agreements regarding the ownership or control of the Company.C. Assets and Operations1. Annual financial statements with notes thereto for the past three fiscal years of the Company, and the latest interim financial statements since the end of the last fiscal year and product sales and cost of sales (including royalties) analysis for each product which is part of assets to be sold.2. All current budgets and projections including projections for product sales and cost of sales.3. Any auditors (internal and external) letters and reports to management for the past five years (and management's responses thereto).4. Provide a detailed breakdown of the basis for the allowance for doubtful accounts.5. Inventory valuation, including turnover rates and statistics, gross profit percentages and obsolescence analyses including inventory of each product which is part of assets to be sold.6. Letters to auditors from outside counsel.7. Description of any real estate owned by the Company and copies of related deeds, surveys, title insurance policies (and all documents referred to therein), title opinions, certificates of occupancy, easements, zoning variances, condemnation or eminent domain orders or proceedings, deeds of trust, mortgages and fixture lien filings.8. Schedule of significant fixed assets, owned or used by the Company, including the identification of the person holding title to such assets and any material liens or restrictions on such assets.9. Without duplication from Section D below, or separate intellectual property due diligence checklist, schedule of all intangible assets (including customer lists and goodwill) and proprietary or intellectual properties owned or used in the Company, including a statement as to the entity holding title or right to such assets and any material liens or restrictions on such assets. Include on and off balance sheet items.D. Intellectual PropertyList of all patents, trademarks, tradenames, service marks and copyrights owned or used by the Company, all applications therefor and copies thereof, search reports related thereto and information about any liens or other restrictions and agreements on or related to any of the foregoing (without duplication from attached intellectual property due diligence checklist).E. Reports1. Copies of any studies, appraisals, reports, analyses or memoranda within the last three years relating to the Company (i.e., competition, products, pricing, technological developments, software developments, etc.).2. Current descriptions of the Company that may have been prepared for any purpose, including any brochures used in soliciting or advertising.3. Descriptions of any customer quality awards, plant qualification/certification distinctions, ISO certifications or other awards or certificates viewed by the Company as significant or reflective of superior performance.4. Copies of any analyst or other market reports concerning the Company known to have been issued within the last three years.5. Copies of any studies prepared by the Company regarding the Company's insurance currently in effect and self-insurance program (if any), together with information on the claim and loss experience thereunder.6. Any of the following documents filed by the Company or affiliates of the Company and which contain information concerning the Company: annual reports on SEC Form 10-K; quarterly reports on SEC Form 10-Q; current reports on SEC Form 8-K.F. Compliance with Laws1. Copies of all licenses, permits, certificates, authorizations, registrations, concessions, approvals, exemptions and other operating authorities from all governmental authorities and any applications therefor, and a description of any pending contemplated or threatened changes in the foregoing.2. A description of any pending or threatened proceedings or investigations before any court or any regulatory authority.3. Describe any circumstance where the Company has been or may be accused of violating any law or failing to possess any material license, permit or other authorization. List all citations and notices from governmental or regulatory authorities.4. Schedule of the latest dates of inspection of the Company's facilities by each regulatory authority that has inspected such facilities.5. Description of the potential effect on the Company of any pending or proposed regulatory changes of which the Company is aware.6. Copies of any information requests from, correspondence with, reports of or to, filings with or other material information with respect to any regulatory bodies which regulate a material portion of the Company's business. Limit response to the last five years unless an older document has a continuing impact on the Company.7. Copies of all other studies, surveys, memoranda or other data on regulatory compliance including: spill control, environmental clean-up or environmental preventive or remedial matters, employee safety compliance, import or export licenses, common carrier licenses, problems, potential violations, expenditures, etc.8. State whether any consent is necessary from any governmental authority to embark upon or consummate the proposed transaction.9. Schedule of any significant U.S. import or export restrictions that relate to the Company's operations.10. List of any export, import or customs permits or authorizations, certificates, registrations, concessions, exemptions, etc., that are required in order for the Company to conduct its business and copies of all approvals, etc. granted to the Company that are currently in effect or pending renewal.11. Any correspondence with or complaints from third parties relating to the marketing, sales or promotion practices of the Company.G. Environmental Matters1. A list of facilities or other properties currently or formerly owned, leased, or operated by the Company and its predecessors, if any.2. Reports of environmental audits or site assessments in the possession of the Company, including any Phase I or Phase II assessments or asbestos surveys, relating to any such facilities or properties.3. Copies of any inspection reports prepared by any governmental agency or insurance carrier in connection with environmental or workplace safety and health regulations relating to any such facilities or properties.4. Copies of all environmental and workplace safety and health notices of violations, complaints, consent decrees, and other documents indicating noncompliance with environmental or workplace safety and health laws or regulations, received by the Company from local, state, or federal governmental authorities. If available, include documentation indicating how such situations were resolved.5. Copies of any private party complaints, claims, lawsuits or other documents relating to potential environmental liability of the Company to private parties.6. Listing of underground storage tanks currently or previously present at the properties and facilities listed in response to Item 1 above, copies of permits, licenses or registrations relating to such tanks, and documentation of underground storage tank removals and any associated remediation work.7. Descriptions of any release of hazardous substances or petroleum known by the Company to have occurred at the properties and facilities listed in response to Item 1, if such release has not otherwise been described in the documents provided in response to Items 1-6 above.8. Copies of any information requests, PRP notices, "106 orders," or other notices received by the Company pursuant to CERCLA or similar state or foreign laws relating to liability for hazardous substance releases at off-site facilities.9. Copies of any notices or requests described in Item 8 above, relating to potential liability for hazardous substance releases at any properties or facilities described in response to Item 1.10. Copies of material correspondence or other documents (including any relating to the Company's share of liability) with respect to any matters identified in response to Items 8 and 9.11. Copies of any written analyses conducted by the Company or an outside consultant relating to future environmental activities (i.e., upgrades to control equipment, improvements in waste disposal practices, materials substitution) for which expenditure of funds greater than $10,000 is either certain or reasonably anticipated within the next five years and an estimate of the costs associated with such activities.12. Description of the workplace safety and health programs currently in place for the Company's business, with particular emphasis on chemical handling practices.H. Litigation1. List of all litigation, arbitration and governmental proceedings relating to the Company to which the Company or any of its directors, officers or employees is or has been a party, or which is threatened against any of them, indicating the name of the court, agency or other body before whom pending, date instituted, amount involved, insurance coverage and current status. Also describe any similar matters which were material to the Company and which were adjudicated or settled in the last ten years.2. Information as to any past or present governmental investigation of or proceeding involving the Company or the Company's directors, officers or employees.3. Copies of all attorneys' responses to audit inquiries.4. Copies of any consent decrees, orders (including applicable injunctions) or similar documents to which the Company is a party, and a brief description of the circumstances surrounding such document.5. Copies of all letters of counsel to independent public accountants concerning pending or threatened litigation.6. Any reports or correspondence related to the infringement by the Company or a third party of intellectual property rights.I. Significant Contracts and Commitments1. Contracts relating to any completed (during the past 10 years) or proposed reorganization, acquisition, merger, or purchase or sale of substantial assets (including all agreements relating to the sale, proposed acquisition or disposition of any and all divisions, subsidiaries or businesses) of or with respect to the Company.2. All joint venture and partnership agreements to which the Company is a party.3. All material agreements encumbering real or personal property owned by the Company including mortgages, pledges, security agreements or financing statements.4. Copies of all real property leases relating to the Company (whether the Company is lessor or lessee), and all leasehold title insurance policies (if any).5. Copies of all leases of personal property and fixtures relating to the Company (whether the Company is lessor or lessee), including, without limitation, all equipment rental agreements.6. Guarantees or similar commitments by or on behalf of the Company, other than endorsements for collection in the ordinary course and consistent with past practice.7. Indemnification contracts or arrangements insuring or indemnifying any director, officer, employee or agent against any liability incurred in such capacity.8. Loan agreements, notes, industrial revenue bonds, compensating balance arrangements, lines of credit, lease financing arrangements, installment purchases, etc. relating to the Company or its assets and copies of any security interests or other liens securing such obligations.9. No-default certificates and similar documents delivered to lenders for the last five (or shorter period, if applicable) years evidencing compliance with financing agreements.10. Documentation used internally for the last five years (or shorter time period, if applicable) to monitor compliance with financial covenants contained in financing agreements.11. Any correspondence or documentation for the last five years (or shorter period, if applicable) relating to any defaults or potential defaults under financing agreements.12. Contracts involving cooperation with other companies or restricting competition.13. Contracts relating to other material business relationships, including:a. any current service, operation or maintenance contracts;b. any current contracts with customers;c. any current contracts for the purchase of fixed assets; andd. any franchise, distributor or agency contracts.14. Without duplicating Section D above or the intellectual property due diligence schedule hereto, contracts involving licensing, know-how or technical assistance arrangements including contracts relating to any patent, trademark, service mark and copyright registrations or other proprietary rights used by the Company and any other agreement under which royalties are to be paid or received.15. Description of any circumstances under which the Company may be required to repurchase or repossess assets or properties previously sold.16. Data processing agreements relating to the Company.17. Copies of any contract by which any broker or finder is entitled to a fee for facilitating the proposed transaction or any other transactions involving the Company or its properties or assets.18. Management, service or support agreements relating to the Company, or any power of attorney with respect to any material assets or aspects of the Company.19. List of significant vendor and service providers (if any) who, for whatever reason, expressly decline to do business with the Company.20. Samples of all forms, including purchase orders, invoices, supply agreements, etc.21. Any agreements or arrangements relating to any other transactions between the Company and any director, officer, stockholder or affiliate of the Company (collectively, "Related Persons"), including but not limited to:a. Contracts or understandings between the Company and any Related Person regarding the sharing of assets, liabilities, services, employee benefits, insurance, data processing, third-party consulting, professional services or intellectual property.b. Contracts or understandings between Related Persons and third parties who supply inventory or services through Related Persons to the Company.c. Contracts or understandings between the Company and any Related Person that contemplate favorable pricing or terms to such parties.d. Contracts or understandings between the Company and any Related Person regarding the use of hardware or software.e. Contracts or understandings regarding the maintenance of equipment of any Related Person that is either sold, rented, leased or used by the Company.f. Description of the percentage of business done by the Company with Related Persons.g. Covenants not to compete and confidentiality agreements between the Company and a Related Person.h. List of all accounts receivable, loans and other obligations owing to or by the Company from or to a Related Person, together with any agreements relating thereto.22. Copies of all insurance and indemnity policies and coverages carried by the Company including policies or coverages for products, properties, business risk, casualty and workers compensation. A description of any self-insurance or retro-premium plan or policy, together with the costs thereof for the last five years. A summary of all material claims for the last five years as well as aggregate claims experience data and studies.23. List of any other agreements or group of related agreements with the same party or group of affiliated parties continuing over a period of more than six months from the date or dates thereof, not terminable by the Company on 30 days' notice.24. Copies of all supply agreements relating to the Company and a description of any supply arrangements.25. Copies of all contracts relating to marketing and advertising.26. Copies of all construction agreements and performance guarantees.27. Copies of all secrecy, confidentiality and nondisclosure agreements.28. Copies of all agreements related to the development or acquisition of technology.29. Copies of all agreements outside the ordinary course of business.30. Copies of all warranties offered by the Company with respect to its product or services.31. List of all major contracts or understandings not otherwise previously disclosed under this section, indicating the material terms and parties.32. For any contract listed in this Section I, state whether any party is in default or claimed to be in default.33. For any contract listed in this Section I, state whether the contract requires the consent of any person to assign such contract or collaterally assign such contract to any lender.NOTE: Remember to include all amendments, schedules, exhibits and side letters. Also include brief description of any oral contract listed in this Section I.J. Employees, Benefits and Contracts1. Copies of the Company's employee benefit plans as most recently amended, including all pension, profit sharing, thrift, stock bonus, ESOPs, health and welfare plans (including retiree health), bonus, stock option plans, direct or deferred compensation plans and severance plans, together with the following documents:a. all applicable trust agreements for the foregoing plans;b. copies of all IRS determination letters for the foregoing qualified plans;c. latest IRS forms for the foregoing qualified plans, including all annual reports, schedules and attachments;d. latest copies of all summary plan descriptions, including modifications, for the foregoing plans;e. latest actuarial evaluations with respect to the foregoing defined benefit plans; andf. schedule of fund assets and unfunded liabilities under applicable plans.2. Copies of all employment contracts, consulting agreements, severance agreements, independent contractor agreements, non-disclosure agreements and non-compete agreements relating to any employees of the Company.3. Copies of any collective bargaining agreements and related plans and trusts relating to the Company (if any). Description of labor disputes relating to the Company within the last three years. List of current organizational efforts and projected schedule of future collective bargaining negotiations (if any).4. Copies of all employee handbooks and policy manuals (including affirmative action plans).5. Copies of all OSHA examinations, reports or complaints.6. The results of any formal employee surveys.K. Tax Matters1. Copies of returns for the three prior closed tax years and all open tax years for the Company (including all federal and state consolidated returns) together with a work paper therefor wherein each item is detailed and documented that reconciles net income as specified in the applicable financial statement with taxable income for the related period.2. Audit and revenue agents reports for the Company; audit adjustments proposed by the Internal Revenue Service for any audited tax year of the Company or by any other taxing authority; or protests filed by the Company.3. Settlement documents and correspondence for last six years involving the Company.4. Agreements waiving statute of limitations or extending time involving the Company.5. Description of accrued federal, state and local withholding taxes and FICA for the Company.6. List of all state, local and foreign jurisdictions in which the Company pays taxes or collects sales taxes from its retail customers (specifying which taxes are paid or collected in each jurisdiction).L. Miscellaneous1. Information regarding any material contingent liabilities and material unasserted claims and information regarding any asserted or unasserted violation of any employee safety and environmental laws and any asserted or unasserted pollution clean-up liability.2. List of the ten largest customers and suppliers for each product or service of the Company.3. List of major competitors for each business segment or product line.4. Any plan or arrangement filed or confirmed under the federal bankruptcy laws, if any.5. A list of all officers, directors and stockholders of the Company.6. All annual and interim reports to stockholders and any other communications with securityholders.7. Description of principal banking and credit relationships (excluding payroll matters), including the names of each bank or other financial institution, the nature, limit and current status of any outstanding indebtedness, loan or credit commitment and other financing arrangements.8. Summary and description of all product, property, business risk, employee health, group life and key-man insurance.9. Copies of any UCC or other lien, judgment or suit searches or filings related to the Company in relevant states conducted in the past three years.10. Copies of all filings with the Securities and Exchange Commission, state blue sky authorities or foreign security regulators or exchanges.11. All other information material to the financial condition, businesses, assets, prospects or commercial relations of the Company.

What was 2G Spectrum Scam?The 2G spectrum scam involved politicians and government officials in India illegally undercharging mobile telephony companies for frequency allocation licenses, which they would then use to create 2G subscriptions for cell phones. The shortfall between the money collected and the money that the law mandated to be collected is estimated to be1766.45 billion (US$33 billion), as valued by the Comptroller and Auditor General of India based on 3G and BWA spectrum auction prices in 2010.However, the exact loss is disputed. In a chargesheet filed on 2 April 2011 by the investigating agency, Central Bureau of Investigation (CBI), the loss was pegged at309845.5 million (US$5.7 billion) whereas on 19 August 2011 in a reply to CBI, Telecom Regulatory Authority of India (TRAI) said that the government gained over 30 billion (US$550 million) by giving 2G spectrum.Similarly Kapil Sibal, the Minister of Communications & IT, claimed in 2011, during a press conference, that "zero loss" was caused by distributing 2G licenses on first-come-first-served basis. It has to be pointed out, however, that "zero loss" can simply mean that frequencies were not sold for less than cost. The phrase indicates nothing about whether the sale was a scam.What exactly happened?India is divided into 22 telecom zones, with 281 zonal licenses in the market.According to the telecom policy of India, when a licence is allotted to an operator, some start-up spectrum is bundled along with it. The policy does not have a provision for auctioning the spectrum.In 2008, 122 new second generation (2G) Unified Access Service (UAS) licenses were given to telecom companies at the 2001 price and on a first-come-first-serve basis. As per the chargesheet filed by the CBI, several rules were violated and bribes were paid to favour certain firms while awarding 2G spectrum licenses. The audit report of Comptroller and Auditor General of India (CAG) says that several licenses were issued to firms with no prior experience in the telecom sector or were ineligible or had suppressed relevant facts. In November 2007 Prime Minister of India Dr Manmohan Singh had written a letter to telecom minister A. Raja directing him to ensure allotment of 2G spectrum in a fair and transparent manner and to ensure license fee was properly revised. Raja wrote back to the prime minister rejecting many of his recommendations.In the same month Ministry of Finance wrote a letter to Department of Telecommunications (DOT) raising concerns over the procedure adopted by it but DOT went ahead with its plan of giving 2G licenses. It preponed the cut-off date to 25 September, from 1 October 2007. Later on the same day, DoT posted an announcement on its website saying those who apply between 3.30 and 4.30 pm on that very day would be issued licences in accordance with the said policy. Companies like Unitech and Swan Telecom got licenses without any telecom experience.Major Accused/Key-players:Politicians:A.Raja:Political party DMK, four times Member of Parliament, present constituency Nilgiris, Tamil Nadu, former Union Minister of State (Rural Development – 1999), former Union Minister of State (Health and Family Welfare – 2003), former Union Cabinet Minister (Environment & Forests – 2004), former Union Cabinet Minister (Communication and Information Technology – 2007 & 2009)M.K. Kanimojhi:Daughter of five-time Chief Minister of Tamil Nadu, M. Karunanidhi. Political party DMK. She is a Member of Parliament, representing Tamil Nadu in the Rajya Sabha (the upper house of Indian Parliament)Beurocrats:Siddharth Behrua: Telecom Secretary when licenses were issued.RK Chandolia: A.Raja's Private Secretary.Carporate Executives:Sanjay Chandra: Former MD Unitech WirelessGautam Doshi: MD, Reliance Group of Anil AmbaniHari Nair: Senior VP, Reliance Group of Anil AmbaniSurendra Pipara:Senior VP, Reliance Group of Anil AmbaniVinod Goenka: Promoter and managing director, DB Realty & Swan TelecomShahid Balwa:Promoter, DB Realty & Swan TelecomAsif Balwa:Director, Kusegaon Fruits and VegetablesRajiv Agarwal:Director, Kusegaon Fruits and VegetablesSharath Kumar: managing director, Kalaignar TVRavi Ruia:Vice chairman, Essar GroupAnshuman Ruia Director, Essar GroupVikas Saraf :Director for strategy and planning, Essar GroupIP Khaitan: Promotor, Loop TelecomKiran Khaitan: Promotor, Loop TelecomFilm and entertainment persons accused:Karim Morani: (Promoter and Director, Cineyug Films)Corporations Accused:Unitech WirelessSwan TelecomReliance TelecomLoop TelecomEssar Tele HoldingMedia Persons:Nira Wadia, Barkha Dutta, Vir SanghviLicenses quashed:On 2 February 2012 Supreme Court of India delivered judgement on petitions filed by Subramanian Swamy and Centre for Public Interest Litigation (CPIL) which had challenged allotment of 2G licenses granted in 2008. The Supreme Court quashed all 122 spectrum licences granted during the tenure of former communications minister A Raja. & described the allocation of 2G spectrum as "unconstitutional and arbitrary".The bench of Justice GS Singhvi & Justice AK Ganguly imposed fine of 50 million (US$920,000) on Unitech Wireless, Swan telecom and Tata Teleservices and 5 million (US$92,000) fine on Loop Telecom, S Tel, Allianz Infratech and Sistema Shyam Tele Services Ltd.The Supreme Court's ruling said the current licences will remain in place for four months, in which time the government should decide fresh norms for issuing licences.The Supreme Court said in its order that then telecom minister A. Raja "wanted to favour some companies at the cost of the public exchequer" and listed seven steps he took to ensure this happened.According to the Supreme Court of India the seven steps were :After taking over as telecom minister, Raja directed that all applications received for UAS licences should be kept pending till receipt of the Trai's recommendations.The recommendations made by Trai on 28 August 2007, were not placed before the full Telecom Commission which would have included the finance secretary. The notice of the meeting of the Telecom Commission was not given to any of the non-permanent members though Trai's recommendations for allocation of 2G spectrum had serious financial implications and it was therefore necessary for DoT to take the finance ministry's opinion under the Government of India (Transaction of Business) Rules,The DoT officers who attended the Telecom Commission meeting held on 10 October 2007, had no choice but to approve Trai's recommendations, since they would otherwise have "incurred" Raja's "wrath".Since Cabinet had approved recommendations made by the Group of Ministers, the DoT had to discuss the issue of spectrum pricing with the finance ministry. But, since Raja knew that the finance secretary had objected to the allocation of 2G spectrum at rates fixed in 2001, he did not consult the finance minister or other officials.Raja brushed aside the law minister's suggestion that the matter should be placed before the empowered group of ministers. Also, within hours of the receipt of the suggestion made by the PM in his letter dated 2 November 2007, that keeping in view the inadequacy of spectrum, transparency and fairness should be maintained in allocation of the spectrum, Raja rejected it saying that it would be unfair, discriminatory, arbitrary and capricious to auction spectrum to new applicants because it would not give them a level-playing field. He also introduced a cut-off date of 25 September 2007, for considering applications though only the previous day a DoT press release had said 1 October 2007, would be the last date. This arbitrary action of Raja "though appears to be innocuous was actually intended to benefit some of the real estate firms who did not have any experience in dealing with telecom services and who had made applications only on 24 September 2007, i.e. one day before the cut-off date fixed by the C&IT minister on his own".The cut-off date of 25 September 2007, decided by Raja on 2 November 2007, was not made public till 10 January 2008, and the first-come-first-served principle followed since 2003 was changed by him at the last moment through a press release dated 10 January 2008. "This enabled some of the applicants, who had access either to the minister or DoT officers, get bank drafts prepared towards performance guarantee of about Rs 16 billion"."The manner in which the exercise for grant of Licenses to the applicants was conducted on 10 January 2008 leaves no room for doubt that everything was stage managed to favour those who were able to know in advance change in the implementation of the first-come-first-served policy." As a result, some firms which had submitted applications in 2004 or 2006 were pushed down in the priority and those who had applied between August and September 2007 succeededAftereffects:Batelco quits India – Batelco, the Bahrain telecommunications company holding 42.7% stake in S Tel declared that it has agreed to sell its entire holding to Indian partner Sky City Foundation Ltd for 65.8 million Bahraini dinar ($174.5 million).Telenor terminates agreement and sues Unitech – On 21 February 2012 Telenor, majority stakeholder in Uninor, terminated its agreement with its Indian partner Unitech and sued it seeking "indemnity and compensation".Etisalat sues Shahid Balwa and Vinod Goenka – On 23 February 2012 Etisalat of the Etasalat-DB Telecom sued Shahid Balwa and Vinod Goenka, promoters of its Indian partner DB Realty for fraud and misrepresentation.Conspiracy about involvement of P. Chidambram( Current Finance Minister of India):Dr Subramanian Swamy alleged that in 2006, a company controlled by then Minister of Finance P Chidambaram’s son Karti got five per cent stake in Sivasankaran’s Aircel to get part of Rs 40 billion that the Maxis Communications paid for 74 per cent stake in Aircel. He alleged that Mr Chidambaram withheld the FIPB clearance to the deal till his son got the five per cent shares in Siva’s company.Subsequently the issue was raised on multiple times in Parliament of India by the opposition which demanded resignation of Mr P Chidambaram. He and the government denied all the allegations.However, according to The Pioneer and India Today reports, documents show that approval to the FDI proposal was indeed delayed about 7 months by P Chidambaram.Reference:http://en.wikipedia.org/wiki/2G_spectrum_scam

Yes the syllabus of June 18 as well as of June 19 are the same. I'm giving you the details of the syllabus below so that you can understand it better.Scheme of PapersDETAILED SYLLABUS FOR FOUNDATION PROGRAMME1: BUSINESS ENVIRONMENT AND LAWLevel of Knowledge: Basic KnowledgeObjective: To give orientation about different forms of organizations, functions inorganizations, business strategies and environment, along with an exposure to elements ofbusiness laws.PART A: BUSINESS ENVIRONMENT (40 MARKS)1. Business EnvironmentIntroduction and Features; Concepts of Vision & Mission Statements; Types ofEnvironment-Internal to the Enterprise(Value System, Management Structure andNature, Human Resource, Company Image and Brand Value, Physical Assets,Facilities, Research & Development, Intangibles, Competitive Advantage),External tothe Enterprise(Micro- Suppliers, Customers, Market Intermediaries; Macro￾Demography, Natural, Legal & Political, Technological, Economy, Competition, Socio￾cultural and International); Business Environment with reference to GlobalIntegration; Comparative Analysis of Business Environment: India and OtherCountries2. Forms of Business OrganizationConcept and Features in relation to following business models- Sole Proprietorship;Partnership; Company; Statutory Bodies and Corporations; HUF and FamilyBusiness; Cooperatives, Societies and Trusts; Limited Liability Partnership; OPCs;Other Forms of Organizations.3. Scales of BusinessMicro, Small and Medium Enterprises; Large Scale Enterprises and PublicEnterprises; MNCs4. Emerging Trends in BusinessConcepts, Advantages and Limitations-Franchising, Aggregators, Business ProcessOutsourcing (BPO) & Knowledge Process Outsourcing (KPO); E-Commerce, DigitalEconomy5. Business FunctionsStrategic- Planning, Budgetary Control, R&D, Location of a Business, Factorsaffecting Location, Decision Making and Government Policy; Supply Chain￾Objectives, Importance, Limitations, Steps, Various Production Processes; Finance-Nature, Scope, Significance of Financial Management, Financial Planning(Management Decisions – Sources of Funds, Investment of Funds, Distribution ofProfits); Marketing- Concept, Difference between Marketing and Selling, MarketingMix, Functions of Marketing; Human Resources- Nature, Objectives, Significance;Services- Legal, Secretarial, Accounting, Administration, Information andCommunication Technology; Social Functions.PART B: BUSINESS LAWS (60 MARKS)6. Introduction to LawMeaning of Law and its Significance; Relevance of Law to Modern Civilized Society;Sources of Law; Legal Terminology and Maxims; Understanding Citation of Cases7. Elements of Company LawMeaning and Nature of Company; Promotion and Incorporation of a Company;Familiarization with the Concept of Board of Directors, Shareholders and CompanyMeetings; Company Secretary; E-Governance8. Elements of Law relating to Partnership and LLPNature of Partnership and Similar Organizations- Co-Ownership, HUF; PartnershipDeed; Rights and Liabilities of Partners- New Admitted, Retiring and DeceasedPartners; Implied Authority of Partners and its Scope; Registration of Firms;Dissolution of Firms and of the Partnership; Limited Liability Partnership Act.9. Elements of Law relating to ContractMeaning of Contract; Essentials of a Valid Contract; Nature and Performance ofContract; Termination and Discharge of Contract; Indemnity and Guarantee;Bailment and Pledge; Law of Agency10. Elements of Law relating to Sale of GoodsEssentials of a Contract of Sale; Sale Distinguished from Agreement to Sell, Bailment,Contract for Work and Labour and Hire-Purchase; Conditions and Warranties;Transfer of Title by Non-Owners; Doctrine of Caveat Emptor; Performance of theContract of Sale; Rights of Unpaid Seller.11. Elements of Law relating to Negotiable InstrumentsDefinition of a Negotiable Instrument; Instruments Negotiable by Law and byCustom; Types of Negotiable Instruments; Parties to a Negotiable Instrument￾Duties, Rights, Liabilities and Discharge; Material Alteration; Crossing of Cheques;Payment and Collection of Cheques and Demand Drafts; Presumption of Law as toNegotiable Instruments.12. Elements of Information Technology ActCyberspace; Cyber laws; Scope of Cyber Laws; Classification ofCyber Crime;Information Technology Act 2000; Regulation of Certifying Authorities;13. Role of CS- Duties and Responsibilities, Areas of PracticeIntroduction; Role of Company Secretary under Companies Act, 2013- Role ofCompany Secretary in Employment, Role of Company Secretary in Practice;Recognition to Company Secretary in Practice under Various Laws.PAPER 2: BUSINESS MANAGEMENT, ETHICS & ENTREPRENEURSHIPLevel of Knowledge: Basic KnowledgeObjective: To acquaint with the basic principles of management, ethics, communicationtechniques and entrepreneurshipPART A: BUSINESS MANAGEMENT (40 Marks)Nature of Management and its ProcessMeaning, Objectives, Importance; Nature of Management- Science, Art, Profession;Evolution of Management; Management Functions- Planning, Organising, PersonnelManagement, Directing and Control; Principles of Management- Fayol and TaylorPrinciples; Managerial Skills; Task and Responsibilities of Professional Manager1. PlanningConcept, Features, Importance, Limitations; Planning process; Types of Plans￾Objectives, Strategy, Policy, Procedures, Method, Rule, Budget; Plan vsProgramme￾Policies and Procedures; Decision making2. OrganizingConcept, Features, Importance, Limitations; Organising process; Types ofOrganisation; Structure of Organisation; Centralisation and De-Centralisation;Delegation; Growth in Organisation3. Human Resource ManagementConcept, Features, Importance, Limitations; Recruitment process- Selection;Training and Development- Methods; Functions of Personnel Manager; PerformanceManagement; Appraisal Methods; Human Resource Planning,; Talent Management;Organization Development4. Direction and Co-ordinationDirection: Concept, Features, Importance, Limitations; Elements of Directing￾Supervision, Motivation, Leadership, Communication; Co-Ordination-Concept,Features, Importance, Limitations; Co-Ordination Types- Internal and External; Co-Ordination- the Essence of Management.5. ControllingConcept, Features, Importance, Limitations; Control process; Essentials of a GoodControl System; Techniques of Control- Traditional and Non-Traditional Controldevices; Relationship between Planning and Controlling6. Recent Trends in ManagementChange Management; Crisis Management; Total Quality Management; RiskManagement; Global PracticesPART B: BUSINESS ETHICS (10 MARKS)7. Business EthicsOverview of Ethics in Business; Elements; Ethical principles in Business- Indian andAncient Indian PerspectivePART C: BUSINESS COMMUNICATION (25 MARKS)8. Business CommunicationConcept, features, importance, limitations; means of Communication- Written, Oral,Visual, Audio Visual; Principles and Essentials of Business Communication; Processof Communication; Barriers to Communication9. Essentials of Good EnglishGrammar and Usage; enriching vocabulary, words- multiple meaning, single wordfor a group of words, choice of words, words frequently misspelt, punctuations,prefix and suffix, parts of speech, articles; synonyms and antonyms, tenses, idiomsand phrases; foreign words and phrases commonly used; abbreviations andnumerals; pronunciation, Latin, French and Roman words used in abbreviated form;Legal Terminologies- idioms and phrases10. Business CorrespondenceIntroduction; Meaning of Business Correspondence; Importance of BusinessCorrespondence; Essential Qualities of a Good Business Letter; Parts of a BusinessLetter; Types of Business Letters; Human Resource; Purchase; Sales; Accounts11. Interdepartmental CommunicationInternal memos; messages through Electronic Media; Public Notices and Invitations;Representations to Trade Associations, Chambers of Commerce and PublicAuthorities.12. E CorrespondenceConcept of E-Correspondence: Web, Internet; Concept of e-mail- History of E-mail,Features; Electronic Mail System- optimizing personal e-mail use, proper E-mailCorrespondence, E-Mail Etiquette; Advantages and Disadvantages of E-mail;Intranet- Benefits of Intranet, Purpose of IntranetPART D: ENTREPRENEURSHIP (25 MARKS)13. EntrepreneurshipFour Key elements of Entrepreneurship; Traits of an Entrepreneur; Characteristicsof an Entrepreneur; Who is an Entrepreneur; Why Entrepreneurship; Types ofEntrepreneur14. Entrepreneurship-Creativity and InnovationCreativity and Innovation in an Entrepreneurial organisation; Tools forEnvironment Scanning- SWOT Analysis, PESTLE Analysis, Porters approach toIndustry Analysis; Environmental Scanning Process; Types of EnvironmentalScanning; Market Assessment; Assessment of Business Opportunities- DevelopingEffective Business Plans, identification and evaluation of the opportunity,Determination of the required Resources, management of the resulting enterprise15. Growth and Challenges of Entrepreneurial VenturesEntrepreneurial opportunities in contemporary business environment; StrategicPlanning for emerging venture- Financing the entrepreneurial Business, ResourceAssessment- Financial and Non-Financial; Fixed and Working Capital Requirement;Funds flow; Sources and means of Finance; Managing the growing Business￾Effecting Change, Modernization, Expansion and Diversification16. Social EntrepreneurshipIntroduction; Definition of Social Entrepreneurship; Who is a Social Entrepreneur;how to identify a Social Entrepreneurship Opportunity; Creating a social business model; Funding social ventures; Strategies for success; Challenges for the Indian Social Enterprise Sector17. Government Initiatives for Business DevelopmentSkill India; Ease of Business; Start Up India; Stand Up IndiaPAPER 3: BUSINESS ECONOMICSLevel of Knowledge: Basic KnowledgeObjective: To familiarize the basic concepts and theories of economics, elementarystatistics and mathematics.PART A: ECONOMICS (80 MARKS)1. The Fundamentals of EconomicsThe Economic Problem-Scarcity and Choice; Nature and Scope- Positive andNormative Economics, Micro and Macro Economics; Central Problems of anEconomy; Production Possibility Curve; Opportunity Cost; Working of EconomicSystems; Economic Cycles2. Basic Elements of Demand and SupplyDemand- Meaning, Demand Schedule, Individual and Market Demand Curve,Determinants of Demand, Law of Demand, Changes in Demand; Supply- Meaning,Supply Schedule, Individual and Market Supply Curve, Determinants of Supply, Lawof Supply, Changes in Supply; Equilibrium of Demand and Supply- Determination ofEquilibrium Price and Quantity, Effect of a shift in Demand or Supply; Elasticity ofDemand and Supply3. Theory of Consumer BehaviourCardinal Utility Approach-Law of Diminishing Marginal Utility, Law of Equi-MarginalUtility; Indifference Curve Approach- Indifference Curves, Properties of IndifferenceCurves, Budget Line, Consumer’s Equilibrium4. Theory of Production and CostsTheory of Production- Factors of Production, Basic Concepts, Production Function,Law of Variable Proportions, Returns to Scale; Producer’s Equilibrium- Least-CostFactor Combination and Output Maximisation for a given Level of Outlay; Theory ofCosts- Basic Concepts, Short-run Total Cost Curves- Fixed and Variable, Short-runAverage and Marginal Cost Curves, Relationship between Average and Marginal CostCurve, Average and Marginal Cost Curves in the Long-run5. Analysis of MarketsBasic Concepts of Revenue, Revenue Curves, Relationship between Average andMarginal Revenue Curve; Concept of Market and Main Forms of Market; Equilibriumof the Firm- Meaning, Objectives of the Firm, Total Revenue-Total Cost Approach,Marginal Revenue-Marginal Cost Approach; Price and Output under DeterminationPerfect Competition, Monopoly, Monopolistic Competition and Oligopoly.6. Indian Economy- An OverviewBasic Characteristics of the Indian Economy; Major Issues of Development;Development Experience and Recent Trends in Indian Economy; Indian Economy inComparison to Major Economies of the World7. Basic Elements of Money and BankingConcept of Money-Its Functions, Quantity Theory of Money, Credit Creation; CentralBank (Reserve Bank of India)-Role and Functions; Commercial Banks-Role andFunctions; Basic Elements of E-Banking; Monetary Policy in India.PART B: ELEMENTARY STATISTICS (20 MARKS)8. Descriptive StatisticsStatistics- Definition, Functions, Scope, Application in Business, Law of Statistics,Limitations of Statistics; Collection and Presentation of Statistical Data-Primary andSecondary Data, Classification and Tabulation, Frequency Distribution, CrossTabulation; Diagrams and Graphs; Measures of Central Tendency-Mean, Median,Mode; Measures of Dispersion-Mean Deviation, Standard Deviation, Range,Coefficient of Variation; Bi-variate Analysis-Covariance, Coefficient of Correlation.9. Mathematics of Finance and Elementary ProbabilityMathematics of Finance-Simple Interest, Compound Interest; Time Value of Money￾Compounding & Discounting, Present Value & Future Value of an Annuity;Probability- Random Experiments, Sample Spaces, Events and Probability,Approaches to Probability- Classical & Empirical; Expected Value.PAPER 4: FUNDAMENTALS OF ACCOUNTING AND AUDITINGLevel of Knowledge: Basic KnowledgeObjective: To familiarize and develop an understanding of the basic aspects of accounting,auditing concepts and their principles.PART A: FUNDAMENTALS OF ACCOUNTING (70 MARKS)1. Theoretical FrameworkMeaning and Scope of Accounting; Accounting Concepts; Accounting Principles,Conventions and Standards - Concepts, Objectives, Benefits; Accounting Policies;Accounting as a Measurement Discipline - Valuation Principles, AccountingEstimates2. Accounting ProcessDocuments & Books of Accounts- Invoice, Vouchers, Debit & Credit Notes, Daybooks, Journals, Ledgers and Trial Balance; Capital and Revenue- Expenditures andReceipts; Contingent Assets and Contingent Liabilities; Rectification of Errors3. Bank Reconciliation StatementMeaning; Causes of difference between Bank Book Balance and Balance as per BankPass Book /Bank Statement; Need of Bank Reconciliation Statement; Procedure forPreparation of Bank Reconciliation Statement4. Depreciation AccountingBrief of various Methods; Computation and Accounting Treatment of Depreciation(Straight line and Diminishing Balance Method); Change in Depreciation Methods5. Preparation of Final Accounts for Sole ProprietorsPreparation of Profit & Loss Account; Balance Sheet.6. Partnership AccountsGoodwill- Nature of Goodwill and Factors Affecting Goodwill; Methods of Valuation￾Average Profit, Super Profit and Capitalization Methods; Treatment of Goodwill;Final Accounts of Partnership Firms- Admission of a Partner, Retirement/Death of aPartner, Dissolution of a Partnership Firm; Joint Venture and Consignment Account7. Introduction to Company AccountsIssue of Shares and Debentures; Forfeiture of Shares; Re-Issue of Forfeited Shares;Redemption of Preference Shares8. Accounting for Non-Profit OrganizationsReceipt and Payment Accounts; Income and Expenditure Accounts9. Computerized accounting environmentBasic Utility of SAP, TALLY, ERPPART B: FUNDAMENTALS OF AUDITING (30 MARKS)10. AuditingConcepts and Objectives; Principles of Auditing; Types of Audit; Evidence inAuditing; Audit Programmes11. Audits and Auditor’s ReportsInternal Audit; Statutory Auditor- Appointment, Qualification, Rights and Duties;Secretarial Audit- An Overview; Cost Audit- An Overview; Reporting- Types,Meaning, Contents, Qualifications.