Importance Of Appointed Date & Effective Date in Restructuring

  • February 24, 2019

Introduction:

In the case of merger and demerger, two dates are crucial, the “Appointed Date” and secondly the “Effective Date”. Corporate managers spend a lot of time to plan the exact timing of these dates. ‘Appointed Date’ is normally arranged to secure the interests & objects of the respective companies. And ‘Effective Date’ is finalized by High Court depends on upon filing of a final order of High Court with Registrar of Companies.

Importance of ‘Appointed Date’ & ‘Effective Date’:

Any scheme of compromise or arrangement should identify a date in the scheme itself as ‘Appointed Date’. This ‘appointed date’ is crucial for arriving at values of assets and liabilities appearing in the books of Accounts both for the purpose of the transfer to the Transferee company and also for arriving at the value of shares for the transferor and transferee company viz. exchange ratio. Generally, the first day of a month or the first day of a financial year is identified as the ‘appointed date’, though the Court has the discretion to decide any date as ‘transfer date’.

The ‘Effective Date’ on the other hand is the date on which the transferee company files the order of the High Court sanctioning the scheme with the Registrar of Companies for registration and when the order has so filed the amalgamation or arrangement becomes effective or having come into force from the ‘Appointed date’. The effective date is subsequent date and the company has no control over it.

Issues regarding ‘Appointed Date’ & ‘Effective Date’ and their effects on Various Aspects of Restructuring:

  1. Identification of Assets & Liabilities of Transferor Company:
    As per the requirements of Section 391 to 394 of the Companies Act, 1956 the Transferor company should identify and quantify the assets and liabilities which are sought to be transferred to the transferee company under merger or demerger. This identification & quantification of assets and liabilities should be done as on Appointed Date.

The details of such assets & liabilities may be annexed as a schedule to the scheme. This identification gives certainty to the scheme, as members of both the companies get a clear idea about what is going to be transferred?

  1. Changes in the name/status of the company after Appointed Date:
    There could be some changes in name, address or status of the company after the appointed date. Normally such changes do not affect the sanction of the scheme before High Court unless they adversely affect the rights & interests or obligations of the company and/or its members and creditors.
  2. Accounting Treatment:
    Normally the Transferee Company should, upon the Scheme coming into effect on effective date record the assets and liabilities of the Transferor Company vested in it pursuant to the Scheme, at the fair values thereof at the close of business of the day immediately preceding the Appointed Date.
  3. Increase in share capital & Appointed Date:
    The shares are allotted only after the scheme is sanctioned by the court and not before. Further, the increase of authorised share capital is always upon sanctioning of the scheme. Hence any objection to the scheme on the ground that on appointed date the share capital of the Transferee Company was not sufficient to give effect to the scheme cannot be sustained.
  4. Nature of Business:
    From the Appointed Date and till the Effective Date transferor company should act as a trustee of a transferee company.

The Transferor Companies should carry on all their respective business and activities and should be deemed to have held or stood possessed of and should hold and stand possessed all the said Assets for and on account of and in trust for the Transferee Company.

All the profits or income accruing or arising to the Transferor Companies or expenditure or losses arising or incurred by the Transferor Companies should for all purposes be treated and accrued as the profits and income or expenditure or losses of the Transferee Company, as the case may be.

The Transferor Companies should carry on their respective business activities with reasonable diligence, business prudence and should not alienate, charge, mortgage, encumber or otherwise deal with the said assets or any part thereof except in the ordinary course of business or pursuant to any pre-existing obligation undertaken by the Transferor Companies prior to the Appointed Date except with prior written consent of the Transferee Company.

The Transferor Companies should not, without prior written consent of the Transferee Company, undertake any new business.

The Transferor Companies should not, without prior written consent of the Transferee Company, take any major policy decisions in respect of the management of the Company and for the business of the Company and should not change their present capital structure.

How To Make A Great Success Of A Blind Date

  • February 24, 2019

In many ways blind dating is no different than any other type of dating. The basic elements of dating still exist but you do need to exercise more caution in a blind date. Like any other date you want a blind date to go well so that you can ensure yourself a second date. However, while it is important to exercise caution in all types of dating it’s even more important in blind dating. Another factor unique to blind dating is getting set up with a great date. While this may not always be in your hands there are some ways that you can take some initiative in this area.

Like any date the key to a blind date is setting yourself up for a second date. Arranging a fun date and being interesting to your date are two keys to achieving a second date. In making conversation on a blind date, it is important to take an interest in what your date has to say. Doing this will let them know that you are interested in getting to know them better. Also, try speaking about subjects that you really enjoy. This will make you not only sound more natural but will also make you sound more interesting.

Dressing to impress is also critical to a blind date. In meeting someone for the first time you will want to ensure that you make a good first impression. You don’t always know how much a blind date already knows about you but it doesn’t hurt to show up for the date looking as though you have put a great deal of effort into your appearance. You’re date will appreciate the effort and be flattered by your going out of your way to impress them.

One key factor to blind dating is to exercise caution in meeting your date. Even if you are being set up by a close friend you can’t be positive that they know the person they are setting you up with very well. It’s best to set up an initial meeting in a well lit and populated location. Never agree to meet someone you don’t know at a secluded location. While your blind date may be a wonderful person with no intentions of hurting you, it’s best to exercise caution on a blind date.

Another factor unique to the blind dating situation is getting yourself set up with a great date. You may have several friends that are interested in setting you up with a friend or relative whom they think is just perfect for you but try not to agree to go on a blind date that is set up by someone who doesn’t know you very well. If they don’t know you well, then don’t trust them to choose a date for you. However, if you have a friend who does know you very well, don’t hesitate to drop hints about what you are looking for in a date. Those who know you best are most likely to set you up with a compatible blind date.

Making an honest effort to have a good time on your date is another tip that can lead to a successful blind date. If you go into a blind date with the attitude that things won’t work out, you will most likely unconsciously put a damper on the date. Your date may sense your lack of enthusiasm and in turn won’t be inspired to put an effort into having a good time either.

Another tip for blind dating is to be sure to end the date appropriately. Many people may recommend that when going on a blind date you have a backup plan in place such as having a friend call you shortly after the date starts to give you an excuse to leave if things aren’t going well but doing this just isn’t right. Instead extend your blind date the same common courtesy that you would any other date and be willing to complete the entire date. If neither party is having a good time, it’s acceptable to end the date early and just agree that you weren’t compatible but don’t be too quick to give up on the date. Also, at the conclusion of the date be honest about your feelings towards your date. If things just didn’t work out, don’t be afraid to let them know instead of offering empty promises of future dates. However, if you truly enjoyed your date, let your partner know and take the opportunity to suggest a second date.

Bringing a friend along is another tip for blind dating. This is helpful for a couple of reasons. First if your blind date had any malicious intentions towards you, having a friend along is likely to spoil his plan. Secondly a friend may be able to ease the tension and break the ice by getting the conversation started. While the addition of an extra person on a date may seem awkward, having them there can provide emotional spirit and an additional comfort level.

Even if the date is going well, another tip for blind dating is to end the date after 2-3 hours. This is an adequate amount of time for two people to get to know each other on a date and determine whether or not they would be interested in a second date. Blind dates that last longer than this often reach a point where the couple runs out of things to talk about and the date can stagnate leaving a negative feeling at the end of the date. Keeping the date short can help you to end the date on a positive note and will leave you with more to talk about on a second date.

Being yourself is important on any date but it’s critical on a blind date. A blind date deals with someone who does not know you so it’s important to give them a true sense of yourself on your date. You may get away with pretending to be something you are not on the first date but it may lead to trouble in future dates as your date realizes you were phoney on the first date.

Finally, treat your blind date with the same courtesy that you would any other date. You may not know the person you are dating but it is important to arrive on time, be polite and put an honest effort into the date. Your blind date is just as deserving of these courtesies as any other person you have dated. A blind date is no excuse to let your manners lapse and mistreat your date.

For the most part blind dating does not differ from any other dating situation. However, there are a few things unique to blind dating of which you should be aware. Most importantly it is critical that you not put yourself in danger by agreeing to meet a blind date in a secluded location. Another unique aspect of the blind date is that you are often set up by a friend or family member so you have the opportunity to learn what they think would be a suitable match for you. Beyond the specifics related to blind dating, the rules of regular dating still hold true. If you are polite, genuine, fun and interested in your date you will be likely to score a second date.

The History & Origin of Dates

  • February 24, 2019

In the distant arid desert grows a wholesome fruit on date palms that nourishes everyone from the toughest athletes to the most delicate infants. Whether you fancy Sukkari, Saggae, Ajwa or Medjool, the variety of dates is as vast and diversified as the ocean. With over 500 kinds of dates, Sukkari is our most prized possession when we seek moist, sweet and caramel-like flavour, whereas Ajwa is the go to for its medicinal healing. Saggae dates are a recent addition for those who prefer a less sweet date than the Sukkari date, and for those who love a fibrous, dense yet moist date.

The origin of dates is unknown due to ancient cultivation but they are believed to have been cultivated in the Middle East region from around 6000 B.C. Fossil records show that the date palm has existed for at least 50 million years.

Since their discovery, dates have widely spread in many regions and were spread by Arabs to Spain, Italy, South West Asia and North Africa. Then they were further spread by Spaniards to Mexico and California.

The Date Palm

The date palm has separate male and female plants. Only fifty percent of seedlings will be female that are grown from seed but because they grow from seed their seedling plants are often of lower quality. Most industrial plantations use cuttings of heavily cropping cultivars. Medjool is the main cultivar that produces particularly high yields of large, sweet fruit. Plants grown from cuttings will fruit 2 to 3 years earlier than seedling plants.

The date palm productive life is limited to the years when the tree is smaller and the fruit is easier to harvest. Although the date palm is capable of living up to 100 years or more and can reach height between 15-30 metres. Their crown of green leaves grow between 3 to 6 metres in length.

The Date Pollination Method

In a natural setting, dates are pollinated by wind. However, in the commercial orchards they are pollinated manually. Natural pollination occurs with about an equal number of male and female plants. On the other hand, one male can pollinate up to 100 females. The male date palm is valued as a pollinator, this allows the farmers to use their resources for many more fruit producing female plants. Some farmers do not even maintain any male plants as male flowers become available at local markets at pollination time. Manual pollination is carried out by skilled labourers using ladders, or in some areas such as Iraq or Saudi Arabia they climb the tree using a special climbing tool that wraps around the tree trunk and the farmers back to keep him attached to the trunk while climbing. Less often, the pollen may be blown onto the female flowers by a wind machine.

The Date Seed & How Dates Grow

Dates contain a single seed about 2-2.5 cm long and 6-8 mm thick. The type of fruit depends on the glucose, fructose and sucrose content. The seed of Sukkari is much larger than the seed of Saggae or Ajwa.

Dates grow in large clusters that develop beneath the leaves and can weigh as much as 40 pounds. Large trees will yield more than a 1,000 dates each year, although they do not all ripen at the same time so several harvests are required. In order to get fruit of marketable quality, the bunches of dates must be thinned and bagged or covered before ripening so that the remaining fruits grow larger and are protected from weather and pests such as birds.

The Stages of Date Ripening

Dates, as well as having different colours, tastes and textures throughout their ripening stages, they also have different names in Arabic for each stage.

Stages Weeks English Arabic Description

First Stage 1 week – Hababook – The dates are small round and light green with horizontal stripes.

Second Stage 5-17 weeks – Green Date Kimri – The dates become oval, greener and are bitter.

Third Stage 19-25 weeks – Red/Yellow Date Khalal – The next stage is the early ripening stage where the dates are yellow or red, have grown to their full size and taste crunchy but dry with a slight sweet taste.

This is where you would get a barhi date with a crunchy outer shell.

Fourth Stage 20-28 weeks – Wet Date Rutub – This stage the date is ripe, soft and moist. At this stage you are enjoying the delightful sukkari dates.

Final Stage 29 weeks – Dried Date Tamar – Final stage of ripening. At this stage you will find the saggae, ajwa and medjool date.

The last three stages of ripening are when the dates are picked, fumigated, cleaned, separated, packaged and then sold to the consumer. Barhi dates are the yellow clusters that are often found in grocery stores which are crispy and a bit astringent because they are in the Khalal stage. Once the crispy yellow flesh begins to soften, it sweetens and becomes a Rutub like our famous Sukkari Dates. Rutub require refrigeration to prolong this stage, before they transform to their final stage of a dried date. Saggae, although it is a dried date, is very soft and moist in comparison to other dried dates.

Tips for a More Enjoyable First Date – What Men Should Know

  • February 24, 2019

Dating should be fun but for most people, first dates make them anxious maybe because they want everything to be perfect. A terrible first date could ruin your chance of creating a wonderful relationship with your date and so you want everything to be perfect to have a great start. First dates can be stressful if you do not know what to do. The following tips can be very helpful if you want a more enjoyable first date.

How to prepare for your first date?

To make a more enjoyable first date, you have to do your homework and know some basic details about your date. It would be too awkward if you happen to ask the wrong questions. Focus on your date and prepare on how to make her comfortable on your first date. Some men do practice their lines before their first date and there is nothing wrong if you will do the same. Turning the focus on your date can help you forget your nervousness and you’ll eventually become more at ease.

To create a more enjoyable first date, avoid Friday night date to avoid the pressure. Keep the date short to be more considerate of each other. If you or your date can’t feel any connection, keeping the date short will save you both of the awkwardness. Keeping the date short doesn’t mean you have to be rude if there is no spark on your first date. Treat every first date as an opportunity to expand your network of friends. Who knows, your date might offer to introduce you to her friend who could be a better fit for you. Be a gentleman and treat every first date with good manners. If there is a connection and you are both attracted to each other, keeping the first date short means there is something to look forward to, which is your second date. The anticipation for the next date can be very interesting for both of you.

Be punctual on your first date or call if something came up and you cannot make it on time. It is important that you make her feel that you respect her time and remember that being considerate or respectful of your date makes you more attractive.

What to wear on your first date?

The clothes you wear on your first date affects the level of your attractiveness. Dress sharp and look your best on your first date. Most women love to go out with a guy who dress well but this does not mean you have to spend a fortune for your new wardrobe. Wear something presentable, clean and appropriate for your date. Wear clothes that flatter your best physical features and minimize your less attractive features. Of course to have a more enjoyable first date, you also have to be comfortable and confident wearing your outfit because you do not want to feel tense or uncomfortable with your outfit while on a date.

Experts recommend that men should stick to dark-colored pair of jeans, long sleeve collared shirt with slight patterns or not too loud patterns and with loose tie. For a casual look, a nice polo shirt and sports jacket are another option. Tucking in your shirt makes you appear clean and presentable. Avoid wearing khakis which makes you look like going to a workplace than a date. Avoid loud prints and stripes if you want to look good and impress your date. Choosing loud colors can be distracting, if you want to stand out, choose the colors that are most likely to attract women like white, black, grey, blue and green. Colors like cobalt blue and maroon can be attractive too. Flashy clothing or accessories are not appropriate for a date because it will draw the attention away from you.

Of course do not overlook your hygiene. Pay attention to your footwear, have your shoes polished to make them look clean and wear the appropriate socks. Put attention to your hair, your fingernails and nose hairs. If ever you end up wearing the wrong outfit on your date, relax and just be yourself and enjoy the moment with your date.

Where to go on your first date?

Most people choose to spend their first dates on places where they can dine or sit opposite each other to talk and know each other better but the problem with this setting is that the date may become more of an interview than a date. Meeting for the first time on this kind of setting can be too formal and you both may find it difficult to come up with subjects to talk about that may lead to long silence or awkwardness.

To have a more enjoyable first date, it is best to include enjoyable activities that you can do together like attending a cooking class, painting class, country fair, bowling, biking, ice skating, karaoke, etc. or visit places where there are many things that you both can look at and talk about like museums, zoos, theme parks, underground aquariums, botanical gardens etc. A walk in the mall or shopping for small things is also a good way to spend your first date and get to know each other better. Talking while doing things together is not only enjoyable but it creates new experiences and memories. As much as possible avoid concerts, plays and movies on your first date. Dates should allow you to talk, interact and connect with each other and it is hard to accomplish that if the environment is too noisy or you are both busy watching a movie or a play.

Why Downward Dating Is Harmful

  • February 24, 2019

Are you dating people that you cannot afford to be with? I don’t just mean fiscally, I mean mentally, emotionally, socially, educationally, spiritually and or economically. When you choose someone new to date, are you on an equal playing field?

Dating on an unequal playing field is a source of frustration and can become out-and-out upsetting. I have coined the phrase “Downward dating.” Downward facing dog is a traditional yoga pose that Stretches and strengthens the whole body while relaxing the mind. Unlike downward dating which only eats away at your sanity and puts you in a pile of confusion. In the end, you wind up blaming yourself for the relationships demise. As with many of life’s choices there is no one to blame and many lessons to learn.

The way your dates treat you and the opportunities that come your way are determined by your attitude, energy and your sense of self. Often times, it feels good to blame others, but you know intuitively that it is not right. One of the only things you can possibly get from downward dating is some instant physical satisfaction which is often very nice but that lasts for about a good sixty seconds. However, you’re not making the kinds of connection that you desire. You are not getting the emotional connection you desire, so you’re left upset, angry and frustrated.

I have heard dating described as a gladiator sport. It is not for the faint of heart. Dating will test you and can shred every ounce of confidence you have or wreck havoc on your self image. While dating, whatever insecurities you are dealing with will surface and leave you not even recognizing yourself.

Do you experience yourself and realize that you are you dating the same physical type of man/woman over and over again. Do you have a physical type, i.e. tall, blonde, bald, hulking, etc. and are not interested in leaving that type behind? In the past, I have been guilty of dating like that. Thus not making room for anyone else to enter my sphere and all the while, still looking for a different response and treatment. Duh! However, are you not ready to leave your type behind but still want something different? Do you want and or are you interested in stopping this kind of behavior? Do you want a different results?

Before you go out on another single date start, looking at what you don’t like about your dating habits. Start by asking yourself about what you’re experiencing; see if it is a reflection of how you treat yourself. If you cannot change or are not ready to date, you are doomed to continue creating more of the same dating situation. This can be said for any situation that does not work for you anymore. It you want to date differently, you have to start giving yourself something first. If you want to date better people, you have to become a better person. If you want to be respected, you have to give respect to yourself and then to others, if you want to improve the quality of your dates you have to improve the quality of yourself. Start by asking questions “What can I contribute to my dates?” What you receive from any dating situation will transform when you accept yourself.

It is unfortunate but most of the recipients of downward dating love the idea of dating you. They love what you do, what you have but they subconsciously are frightened that you may not be interested in them. They are subconsciously don’t like what you are, as you represent all that they are not and this dredge’s up their insecurity. Downward dating people derive pleasure from you because it gives them an opportunity to inflate their already timorous ego.

They love what you represent, that you have an education and the social accoutrements or any other accolades whether earned, learned or born with. They love that you have your own money which is oftentimes, more than theirs. On the other hand, with downward dating there is no dedication. It’s just bragging which could later be at your mental expense and discredit.

Some downward dating partners are only capable of trying to break you down. The relationship is lop-sided. Your partner can become spiteful, downright nasty and mean spirited. Downward daters are for the most part only really interested in themselves and making you wrong. Their level of insecurity is very high. The experience of downward dating is one of insecurity and belief that internally that they don’t deserve something.

Downward daters will continual ask questions that you can’t answer in the way they want. “Why are you really interested in me” Duh, you’re interested in them because you like them. They cannot believe that and are extremely adamant that you’re not being truthful. They make statements like that you’re trying to use them They do not hear or listen to what is being said in a conversation. They only hear their internal conversation and make up things that were not being said or experienced.