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Monday, December 13, 2010

OnlyThisMuch Book Release Event Videos with my Guru Sreevathson & Mentor MR Venkatesh & all about the joyous moments of OTM for CS Executive Program

The most memorable OnlyThisMuch book release event started with a blessing speech by our Mentor Mr. MRV who described OTM as an Indian Thaali and went on with Mr. Sreevathson releasing the book, followed by an awe-inspiring speech and what not of the joy….:)))

More Videos in

Photos of the event:

Enjoy all the videos together in a playlist from

Do say if you like it in

OTM Challenge is on…

Tuesday, December 7, 2010

File @ SEBI Regional office for Issue size UPTO 100 crores for prescribed States with New Delhi, Ahmedabad, Chennai & Kolkata

SEBI extends the role of its Regional offices to accept applications for public issues under ICDR regulations vide CIR/CFD/DIL/9/2010 dated 13th October 2010

When issue size is 100 crores or less

SEBI, New Delhi office for Companies proposed to be listed in Haryana, Himachal Pradesh, Jammu and Kashmir, Punjab, Uttar Pradesh, Chandigarh, Delhi & Uttarakhand

SEBI, Kolkata office for Companies proposed to be listed in Assam, Bihar,
Manipur, Meghalaya, Nagaland, Orissa, West Bengal, Tripura, Arunachal Pradesh, Mizoram & Jharkhand

SEBI, Chennai office for Companies proposed to be listed in Andhra Pradesh, Karnataka, Kerala, Tami Nadu & Puducherry

SEBI, Ahmedabad office for Companies proposed to be listed in Gujarat & Rajasthan.

For other states & when issue size is more than 100 crores

At SEBI Bhawan, Mumbai.

Merchant Bankers are accordingly advised to file the draft offer documents / offer documents with the concerned office of SEBI, based on the estimated issue size accordingly.

Download Notification.

Download CS Admit Card for December 2010 Exams - Take print of Hall Ticket for Foundation Executive & Professional Company Secretary Exams now

Hope you would have got your Admit Card or Hall tickets for CS Foundation Programme, CS Executive Programme or CS Professional Programme exams by now.

The CS Admit Card issued by ICSI gives you the details of Roll Number, Examination centre and the details of the exams that you are allowed to write along with the Date of the Exams and the exemptions granted.

So, its the time to wish all the best!!! Just be confident of your preparations now, irrespective of how much you have studied.  Just make sure, you spend 3 hours of your time for every exam with 100% concentration and every exam is independant of each other.  The performance of one exam has connection to the performance in the other exam.  So, simply give your best for each & every exam.  Its Only This Much!!!

Refresh your exam knowledge by participating in Quiz from

For those, who have not got the same, not to panic! there is a very easy way to download, which is valid for Exams too from ICSI site itself. Just you have to know your ICSI registration number. (Enter Either Registration number or Roll Number) 17 Digit Registration No (Third character is Zero and not "O") or 9 digit numbers followed by / month (2 digit) / year (4 digit) and you will get your Admit Card Extract. 

Now, click here to get your Admit Card Click here to download ICSI Hall Ticket for December 2010 exams  using [New Website Link]

The other option would be log in to your

Monday, December 6, 2010

Company Law Easy Exit Scheme Version 2.0 is back!!! Rush to close your companies now (1st January to 31st January 2011)

Closure of defunct companies by ROC

COMPANY LAW EASY EXIT SCHEME under The Companies Act, 1956:

The Ministry of Corporate Affairs, has announced an EASY EXIT SCHEME to facilitate the defunct company to get rid of it. The scheme has made very simple for the exit of the defunct company without much effort.

In the normal circumstances closing of a company may take several years and may need to spent lakhs of rupees.

Please contact us immediately for filing the application, for closure of your defunct company, if any at the earliest and avail this golden opportunity.

The opportunity may come once in blue moon. So do ACT IMMEDIATELY and get rid of your defunct company once for all without any future litigation for non compliances.

The Scheme is valid from 1st January to 31st January 2011.

After the closure of the scheme, it is expected that ROC may take actions on those companies who continue to default the compliances.

Take the opportunity immediately.

For assistance, you may also contact:


Reach us @ 7/13, South Boag Road, T.Nagar, Chennai, 600017

Mail us:

Keep closing!!!

Download New Easy Exit Scheme Notification

No preferential allotment to promoter for 1 year on warrant failure, Be a retail investor UPTO 2 lakhs, Advertise filing of offer documents, Uniform allotment in offer to public, Asks company to decide whether partly/fully paid shares - SEBI ICDR 4th Amendment 2010

SEBI Issue of Capital & Disclosure Requirements - ICDR (Fourth Amendment) Regulations, 2010: The amendment includes postal insurance funds as QIB, increases retail investor limit to 2 lakhs [ie, those who will fall in the 35% in net offer category], mandates company to advertise filing of offer documents, clarifies on pending convertible securities before IPO, as usual puts extra responsibility on Merchant banker to certify on advertisements issued in all types of media, unifies allotment in offer to public as 50%-35%-15% (for QIB-Retail-Others), issue to give either part payment or full payment option to investors (& not both) and finally clarifies on eligibility of Preferential Allotment to Promoters or Promoters Group (i.e) if they have sold shares within past 6 months or if they have failed to exercise warrants issued within past 1 year, then such promoters/promoters group becomes ineligible for preferential allotment.

Retail investors/reservation to employees limit extended

Reg 2(ze) “retail individual investor” means an investor who applies or bids for specified securities for a value of not more than  Rs. 2 lakhs (erstwhile limit was Rs. 1 lakh).

Reg 2(zf) “retail individual shareholder” means a shareholder of a listed issuer, who applies or bids for specified securities for a value of not more than Rs. 2 lakhs.

Reg 42(4): The reservation on competitive basis to any employee shall not exceed Rs. 2,00,000/- (erstwhile limit was Rs. 1,00,000)

Reg 2(zd) “Qualified Institutional Buyer” (QIB) has 12 items now:

“(xii) insurance funds set up and managed by the Department of Posts, India.”

In addition to SEBI, Stock Exchange & Merchant banker who publish draft offer documents in their website, the company shall publish the same in dailies

New Reg 9(3): The issuer company either on the date of filing the draft offer document with SEBI or on the next day shall make a public  announcement in one English/Hindi/Regional daily newspaper with wide  circulation about the fact of filing of draft offer document with SEBI and inviting public comments.

Reg 26(5): IPO can be made with FULLY PAID outstanding convertible securities which are required to be converted on or before the date of filing of prospectus.

Same allocation even if minimum public shareholding is 10/25%Reg 43(2): Allocation in net offer to public category shall be:

  • UPTO 50% to QIB
  • Atleast 35% to Retail Investors
  • Atleast 15% to Non-Institutional Investors

(irrespective of whether the offer is made under Rule 19(2)(b) or not [i.e, even if minimum public shareholding is 10%])

Hence, the erswhile limits of 60%, 30%, 10% will  not apply.

Make it fully paid or partly paid & not both

New Reg 54(7):  “The issuer shall give only one payment option out of the following to all the investors -  

(a) part payment on application with balance money to be paid in  calls; or 
(b) full payment on application:

Provided that where the issuer has given the part payment option to  investors, such issuer shall  obtain the necessary regulatory  approvals to facilitate the same.”

Now, Merchant banker shall also certify the Public communications, publicity materials, advertisements and research reports in all medias

New Reg 60(14): “The merchant bankers shall submit a compliance certificate in the format specified in  Part D of Schedule XIII, for the period between the date of filing the draft offer document with SEBI and the date of closure of the issue, in respect of news reports appearing in any of the following media:
(a) newspapers mentioned in sub-regulation (3) of regulation 9;
(b) major business magazines;
(c) print and electronic media controlled by a media group where the media group has a private treaty/shareholders’ agreement with the issuer or promoters of the issuer.”


Conditions for Preferential Allotment made more stringent

“Explanation: Where any person belonging to promoter(s) or the promoter group has sold his  equity shares in the issuer during the 6 months preceding the relevant date, the promoter(s) and promoter group shall be ineligible for  allotment of specified securities on preferential basis”.

New Reg 72(3): Where any person belonging to promoter(s) or the  promoter group has previously subscribed to warrants of an issuer but failed to exercise the warrants, the promoter(s) and promoter group shall be ineligible for issue of specified securities of such issuer on preferential basis for a period of one year from the date of expiry of the tenure/cancellation of  the  warrants.

Download the SEBI ICDR 4th Amendment 2010 issued vide No. LAD-NRO/GN/2010-11/19/26456 dated 12th November 2010

Wednesday, December 1, 2010

Only This Much Challenge - theres more to OnlyThisMuch for CS Books, is open now, Take the OTM challenge right away!!!

OTM Challenge

-        there’s more to only this much!!!


View Point

The reasoning behind this challenge is to groom and nurture CS/CWA/CA/LL.B students by recognising their capabilities and providing a platform for knowledge sharing & enrichment.  

OTM will provide various opportunities to the participants (selected) and the winners, which inter alia includes:

1.      Opportunity to write and contribute to OTM by co-authoring in OTM books

2.      Opportunity to undergo Training (15 months training as indicated in CS course)

3.      Opportunity to become a faculty (part-time or full-time) at Learn Labz

4.     WIN Cash prizes, gift vouchers & goody bags

 Know about OTM

Such activities will nourish their minds & enrich their knowledge, making them a confident & successful professional and will also provide them an opportunity to meet like-minded professionals.

So what are you waiting for...Take the OTM challenge 2011 right away from

About OTM Challenge & Click here to Take Round-I of OTM Challenge or E-mail

Sunday, November 28, 2010

SEBI interprets whether offer to 50 or more persons amounts to public & thereby mandates listing under Companies Act, irrespective of intention to list its securities with Stock Exchange - reading together Section 55A with 73

On 24th November 2010, it happened!!!  SEBI, the watch dog of Indian Capital Market did its part of research on Companies Act to understand the powers which are already vested with it and has come out [barking :-)] with brilliant interpretations. 

SEBI takes a re-look on

Section 55A, 56, 60B, 67, 73 & 81(1A) of Companies Act, 1956


The Company’s point of view

a. OFCD issuance of SIRECL and SHICL do not come under the purview of SEBI as Section 55A of the Companies Act, 1956 delegates the administrative power to SEBI only with respect to the listed public companies and those public companies which are intending to get their securities listed in India. Since the said companies have stated in the RHP filed with the RoC that, they do not intend to get the OFCDs listed in any stock exchanges in India or abroad, the issuance of OFCDs does not come under the purview of SEBI.
Note: OFCD is a security and is convertible into Equity Shares and is not in the nature of “Non-Convertible Debt Security”.

b. Issuance of OFCDs was made on private placement basis and is restricted to a select group (however large, they may be), it ceases to be an offer to the public.
c. When securities are issued to more than 50 persons, by following the procedure laid down under Section 60B of the Companies Act, 1956, by circulation of information memorandum and filing of Red Herring Prospectus (RHP) with the RoC, it would not be necessary to list the securities so offered and the issue shall remain outside the purview of SEBI.

What did SEBI analyse?

a) Whether the impugned OFCD offers have been made to the public and if so, whether listing of the OFCDs, so offered, is mandatory?
b) Whether Section 60B of the Act provides “an alternative route” for raising capital without complying with Section 73 of the Act and other SEBI requirements, as contended by the companies?

What does Companies Act say?

Section 67: The essence of this section is that “who can apply for securities in response to invitation shall be checked to determine whether it is an offer to public” and lays certain criteria for that.

The said Section explicitly states that any reference in the Act or in the articles of a company to offering (or inviting to subscribe) for shares or debentures to the public shall be construed as including a reference to offering them (or inviting them to subscribe) to any section of the public, whether selected as members or debenture holders of the company concerned or as clients of the person issuing the prospectus or in any other manner.

Provisio to Section 67(3) as summarised by SEBI:  Even if an issue is made by way of private placement to 50 or more persons, it would be deemed to be a public issue (“deemed to be a public issue”) irrespective of whether it was offered to public at large or to just a section of the public chosen, in whatever manner.

Further, any further issue of capital, even pursuant to a resolution made under Section 81(1A) of the Act (dealing private placement to select group of persons), is subject to the provisions of Part III of the Act (dealing with Prospectus), if the offer is made to 50 persons or more.

The filing of a prospectus under the Act signfies the intention of the issuer to raise funds from the public. – SEBI infers!!!

Whether listing is mandatory for all public issues?

As per Section 73(1) of the Act, every company intending to offer shares or debentures to the public for subscription by the issue of a prospectus shall, before such issue, make an application to one or more recognized stock exchanges for permission for (listing of) the shares or debentures intending to be so offered to be dealt with in a stock exchange or each such stock exchange.

As per Section 73(2) of the Act, where any listing permission is not applied, as observed in the present case, the companies are required to refund all the money received as subscription within the stipulated time.

The intention of the companies to list or not is immaterial as it is mandated by the Act – SEBI infers!!!

SEBI Order analyses Section 55A & Section 73

The words “intend to get their securities listed” in Section 55A(1) (b) of the Act (which gives the power to SEBI) is clearly synonymous with the words “intend to offer their securities to public” (as per Section 73), as law mandates compulsory listing in case of public issues and specifies that any condition to waive this requirement is void [as per Section 73(4)].

If to 50 or more persons, then to 1000 or more persons!!!

Once the company is mandated to list, it shall comply with the requirements of SEBI ICDR regulation as the debentures are convertible into Equity.  Reading Section 67 with ICDR:

Once the issuer decides to offer its securities to 50 or more persons, then the issue is an offer to public at large, complying with the provisions prescribed in the ICDR Regulations which mentions that an issuer shall not make an allotment pursuant to a public issue if the number of prospective allottees is less than 1000, to ensure there is sufficient liquidity in the scrip post listing.

In such case, it shall file RHP with SEBI atleast 30 days in advance before filing the same with RoC – SEBI infers!!!

SEBI tooks pains to highlight the clauses of ICDR not complied with, in this link:

SEBI also claims the Prospectus filed by the company is not fully adequate with requisite legal information.  On analysing the above mentioned violation of Companies Act & some other observations by SEBI on the financials had issued an ad interim, ex-parte Order vide WTM/KMA/CFD/316/11/2010.

The Company claims unlisted companies cannot come under the purview of SEBI

The company deems the order as imprudent and irrational vide its RESPONSE as this order created a confusion among public that Sahara’s IPO is rejected (which is not at all the case though!!!).  Further, in the interest, image and goodwill of entire Sahara India Pariwar, the company has disclosed the details in its RESPONSE.

SEBI’s Order: WTM/KMA/CFD/316/11/2010

Sahara’s Response: RESPONSE

This case may give an answer to the BERMUDA TRIANGLE of what if issue to 50 or more persons but less than 1000 persons

  • Will the company take the Writ route to re-examine the jurisdiction of SEBI with respect to Section 55A read with Section 73?
  • Believe, this cannot have the same HAPPY ENDING with Consent Order at later stages. 

We shall await for the Securities Appellate Tribunal’s (SAT) interesting response. 

Tuesday, November 23, 2010

OnlyThisMuch 3rd edition Book Release along with exam winning tips to readers [event invite]

Dear Readers,

OnlyThisMuch proudly invites you to be a part of 'OTM' experience as it releases the 3rd edition for CS Executive Program Module-2 on Company law, Economic & Labour laws and Securities laws & Compliances.  This edition comes to you as power tool to tackle examinations and is packed with Power Objectives and solved Past Exam Question papers.

  1. What? OnlyThisMuch 3rd edition Book Release along with exam winning tips to readers
  2. When? 24th November 2010 (Tomorrow) @ 0530 PM onwards
  3. Where? Lawlabz Consultancy Pvt Ltd, No. 7/13, South Boag Road, Behind IDBI Bank, T.nagar, Chennai

We look forward your presence & valuable feedback to make learning a much more interesting experience!!!

More details in

For orders:




Monday, November 15, 2010

MCA RoC Additional Delayed Filing Fees Calculator under Companies Act - Max 9 times beyond 90 days

MCA has decided to revise the additional fees payable as per Section 611(2) of the Companies Act, 1956 (except for Form 5) as per below details with effect from 5th December 2010.  Kindly note as per Schedule X, the delayed filing fee shall not exceed 10 times of the actual filing fee.

New Period of Delay(from 5th December 2010)

Fixed rate of additional fee*


Erstwhile Period of Delay (before 5th December 2010)

UPTO 30 days

2 times of normal filing fee

More than 1 month up to 3 months

More than 30 days and upto 60 days

4 times of normal filing fee

More than 3 months up to 6 months

More than 60 days and upto 90 days

6 times of normal filing fee

More than 6 months up to one year

More than 90 days

9 times of normal filing fee

More than 2 years

Note*: The additional fees are payable over and above the normal filing fees.


Period of delay

Rate of Additional Fees*


Up to one year

2% of filing fees per month or part thereof of delay


Exceeding one year

2.5% of filing fees per month or part thereof of delay

In order to avoid payment of additional fees, please file within stipulated time.

Source: MCA Additional Filing Fees Link & MCA / RoC Fees Calculator online

Thursday, October 28, 2010

Attend MSOP SMTP online & get your Company Secretary long pending membership (ACS) now - ICSI welcomes more professionals

The Institute of Company Secretaries of India (ICSI) in collaboration with Gurukul Online Learning Solutions (GOLS) have come up with an initiative in the form of e-Management Skills Orientation Program (e-MSOP). The e-MSOP is basically a web-based training (WBT) wherein physical presence of the participant at the venue is not necessary. However, the final decision will depend on the response received. So, send your response now to: the Program Co-ordinator, e-MSOP, ICSI-CCGRT, Plot No. 101, Sector – 15, Institutional Area, CBD Belapur, Navi Mumbai – 400 614.  Phone: (022) 4102 1504 / (022) 27577814 Fax : (022) 2757 4384.  e-mail :  and

  1. For whom? A candidate occupying very senior position and who has completed Company Secretaryship Final exams on or before 1st September 2006 are eligible to apply. The decision of the Secretary & CEO whether to allow a candidate or not shall be final.
  2. How much? Rs. 5000 (Five Thousand ONLY) per participant.
  3. What is required? Connection to the internet, preferably through broadband. A good quality head-set is also necessary.

Modalities: Participants will be required to log onto the e-portal and participate in the program from their own office or residence.

Any participant who misses a session, will be given access to archived WBT sessions. The schedule will be posted on the web-site.

Details or Registration in

Enjoy training & welcome to become an ACS now!!!

Thursday, October 21, 2010

Wholetime practising CS CA CWA can register as Facilitation Centre (CFC) for e-filing of excise, service tax now, website links for application forms given here

Setting up of Certified Facilitation Centers (CFCs) under ACES project of the CBEC

The ICSI/ICAI/ICWAI is pleased to inform you that the application format and other modalities for setting up of Certified Facilitation Centers (CFCs) under Automation of Central Excise and Service Tax (ACES) project of the Central Board of Excise & Customs (CBEC) has been finalised.

CFCs are set up by Professionals for the purposes of enabling e-filing of applications pertaining to Central Excise, Service tax, etc…The services provided by these CGC entail payment of service charges.

According to the scheme, a member of the ICSI/ICAI/ICWAI having valid Certificate of Practice and having at least one year of experience in practice can apply individually (not in the name of the firm) for registration as CFC after complying with the technical and other requirements as specified in the MOU.  The interested Whole Time Practicising Company Secretary/Chartered Accountant/Cost Accountant may make an online application for registration as CFC through the relevant link on our portal:

The applicants are requested to note that he/she shall have to make a payment of Rs.1000/- only (non-refundable) towards application fees.

Enjoy certifyin…

Wednesday, October 13, 2010

Vacany in SEBI; Job for CS/CA/CWA freshers & more; apply before 31st of October 2010 - Hurry up, go for examination now

SEBI looking out your Curriculum Vitae or Biodata for over 90 posts.  Yes, an opportunity to work with the Market Regulator awaits you.  The post ranges from varied branch of qualification from Law to MBA to CA/CWA, etc… Interestingly, CTC is also good (Rs. 8.8 lakhs (approx) p.a.).

Brilliant opportunity for Freshers UPTO 27 years

As a Company Secretary/Chartered/Cost Accountant or CFA, you may join us an Asst. Manager, Officer Grade A – General Stream IF you could prove yourself well in an examination on i) English Language, ii) Quantitative Aptitude, iii) Reasoning ability and iv) General Awareness, of Objective type (Multiple Choice) for 200 marks will be held on Sunday, 05/12/2010. Candidates would have to secure minimum marks separately for each test as decided by the Board, based on Group Performance followed by an Interview.

Date of Commencement of Application : 12/10/2010
Date of Closure : 31/10/2010
Start Date for Fee deposit : 09/10/2010
Last Date for Fee deposit : 31/10/2010
Last Date for Reprint : 15/11/2010

More details on October 08, 2010 - SEBI Recruitment Exercise – 2010

Click here to Apply Online

Keep me posted on your selection.  Apply now to regret it later.  Never to miss opportunity!!!

Monthly Portfolio Management Activity report to be filed within 5 days of month at SEBI portal - Revised format

Sub: Monthly reporting by Portfolio Managers
Please refer to SEBI circular SEBI/IMD/PMS/CIR-3/2009 dated June 11, 2009 regarding submission of monthly report by portfolio managers.

The format for the monthly report on portfolio management activity has been revised as per enclosed Annexure. All portfolio managers are advised to upload the report in the revised format on SEBI Portal by the 5th of the following month with effect from the report for the month of October 2010 onwards.

Procedure to upload monthly report on portal is as follows:

a. Log on to SEBI Portal at using the Username and Password provided at the time of Registration/ Renewal as a portfolio manager.

b. Select the portfolio manager tab

c. Select the link: PM Monthly Report

d. Fill the data in the format provided

e. Save the data and then Submit.

Download Revised PM Monthly Report

Source: Cir. /IMD/DF/14/2010 dated 8th October 2010

Sunday, October 10, 2010

How to get MCA updates in SMS or email through RSS feeds in your mobile or account - Ministry of Corporate Affairs commendable initiative to Free Registered Users

All types of MCA users (with login facility – whether registered/business) now have an option to get ALERTS of happenings/updates from Ministry of Corporate Affairs through Short Messaging Service (SMS) in addition to the e-mail updates through RSS feeds now by signing up for your Account in the MCA portal ( ) and then Click this link:

Register for SMS Alerts

Which will ask for your 10 digit mobile number and get itself updated with your records thereon.  If you don’t have an account in MCA then you have the option to register as a Registered User for FREE from New User and then subscribe for the said update.

How to get MCA RSS Feeds in e-mail?

What is RSS feeds? It is as simple as how to get MCA news updates through e-mail.  Just follow with this easy step & keep learning:

Open and then enter in the box given next to Website or Feed URL (as shown below) and your Email Address in the Next box, follow it by clicking SUBMIT.


Now you will receive a mail in the given email id asking for your CONFIRMATION, clicking the link in the mail will help you to get MCA updates right in your email box.

Do you want specific Updates @Yehseeyes style on various Corporate laws through e-mail, then you may follow the same steps in this link: | Subscribe to Blog.

Enjoy updating (your knowledge).

Monday, September 6, 2010

ICSI's New Website, Online purchase of magazines like Chartered Secretary, Student concessions, Company Secretary National Convention 2010 articles - Subscribe now

The Institute of Company Secretaries of India (ICSI) has 3 websites now,

  1. representing ICSI
  2. for Members & Students of ICSI
  3., an online e-commerce site for students, members & others which is accessible on payment basis to buy publications of ICSI, recent updates on various laws, etc…  The site plans are detailed hereunder:
Sr. No. Plan Special launch offer by the end of September 2010 (Rs.)* Regular Plan by the end of March 2011 (Rs.)*
1 Student 1500 2000
2 Member in practice 2250 3150
3 Member in employment 2500 3500
4 Other 4500 5500
*Subscription valid for one year from the date of registration. All applicable taxes are extra.

No information from is available free of cost, hence the above mentioned subscription plans to get a login id & password.  But, You have an option to:

Post Your Query

This will get you the supportive references such as legal provisions, case law etc for your legal research query even if you are not an existing subscriber of eJurix. We may need to interact with you to clarify your query if required. Cost estimation will depend upon the complexity of the query and will be conveyed to you after analyzing the same. You will receive a response to your query within 4 working days of receiving the payment.

38th National Convention of ICSI 2010 @ Kolkata

The following Articles are the must read-through which are published by learned professionals on various topics of relevance as a part of ICSI convention theme – India Inc & Inclusive growth.  The topics include Micro, Small, Medium Enterprises, Corporate Social Responsibility, Corporate Governance, Direct Tax Code, Goods & Services Tax, etc…download the same from the following links:

Monday, August 23, 2010

Investments in shares for holding stake in group companies but NOT for trading or anyother financial activity requires RBI NBFC Registration as Core Investment Company if asset size is Rs. 100 crores

Regulatory Framework for Core Investment Companies (CICs)

The Bank had announced in the Annual Policy 2010-2011 that companies which have their assets predominantly as investments in shares for holding stake in group companies but not for trading, and also do not carry on any other financial activity, i.e., Core Investment Companies, (CICs), justifiably deserve a differential treatment in the regulatory prescription applicable to Non-Banking Financial Companies which are non deposit taking and systemically important.

1. Core Investment Company (CIC) means:

A Non Banking Finance Company (NBFC) carrying on the business of acquisition of shares and securities which satisfies the following conditions:-

  • it holds atleast 90% of Total Assets as investment in equity shares, preference shares, debt or loans in group companies;
  • its investments in the equity shares (including instruments compulsorily convertible into equity shares within a period not exceeding 10 years from the date of issue) in group companies constitutes atleast 60% of its Total Assets;
  • it does not trade in its investments in shares, debt or loans in group companies except through block sale for the purpose of dilution or disinvestment;
  • it does not carry on any other financial activity referred to in Section 45I(c) and 45I(f) of the RBI Act, 1934 except investment in bank deposits, money market instruments, government securities, loans and investments in debt issuances of group companies or guarantees issued on behalf of group companies.

Note: Registered CIC can hold or accept public deposit.

2. CIC with an asset size of Rs. 100 crores or more, will be regarded as Non Deposit Taking Systemically Important (CICs-ND-SI) and requires registration with RBI.

3. A CIC-ND-SI which fulfills the following conditions , will not be required to meet the requirement for maintaining Net Owned Funds  (NOF) & capital adequacy and exposure norms as required under Non-Banking Financial (Non-Deposit Accepting or holding)  Companies Prudential Norms (Reserve Bank) Directions, 2007

  • Maintenance of minimum Capital Ratio where Adjusted Net Worth is atleast 30% of its Aggregate Risk Weighted Assets on Balance Sheet and risk adjusted value off-balance sheet items as on the date of the last audited Balance Sheet  at the end of the financial year.
  • Ensuring that it’s outside liabilities at all times is UPTO 2.5 times of the Adjusted Net Worth as on last audited Balance Sheet date.

4. All CICs-ND-SI, whether they are exempted in the past from registration with RBI or not, should apply to the RBI for obtaining Certificate of Registration within a period of 6 months from 12th August 2010 (i.e) within 11th February 2010.

5. Companies which presently have an asset size of less than Rs 100 crores would be required to apply to RBI for Certificate of Registration within 3 months of achieving a Balance Sheet size of Rs. 100 crores.

6. CICs-ND-SI will be required to submit an Annual Certificate from their statutory auditors regarding compliance with the above guidelines within 1 month from the date of finalisation of the Balance-Sheet.

Source:  RBI/2010-11/168 DNBS (PD) CC.No. 197/03.10.001/2010-11 dated 12th August 2o1o

FEMA Contravention clarification, whether technical/minor is what RBI has to decide and not on own motion or on basis of external advice BUT in nature of interest, apply compounding @ earliest opportunity & how to enter into composition

RBI clarifies on compounding of contraventions under Foreign Exchange Management Act (FEMA), 1999

The Reserve Bank of India has clarified that whether contraventions under Foreign Exchange Management Act (FEMA) are to be treated as technical and/ or minor or serious would be decided by the Reserve Bank on the merits of the case. The case would accordingly be disposed of keeping in view the procedure notified in this regard. It has urged that persons who have contravened provisions of FEMA should not take upon themselves, suo moto or on the basis of external advice, to decide whether a particular contravention is of a technical or minor in nature and, hence, no compounding application need be submitted to the Reserve Bank.


The Reserve Bank has further clarified that if such applications for compounding are not made, the person concerned shall expose himself/herself to such action under the provisions of FEMA as the authorities may deem appropriate. The persons concerned should, therefore, in their own interest, submit their applications for compounding of contravention under FEMA to the Reserve Bank at the earliest opportunity.


It may be recalled that in terms of A.P.(DIR Series) Circular No. 56 dated June 28, 2010, the Reserve Bank had notified the process of compounding which has been further rationalised and streamlined to enhance transparency and effect smooth implementation of the compounding process and understand the same from

Violated Foreign Exchange laws: on becoming aware of the contravention, disclose it to RBI to save huge penalty of 2 lakhs or 3 times the amount involved in transaction [Compounding Master Circular]

Source: RBI Press Release No. 2010-2011/234 dated 13th August 2010

Thursday, August 19, 2010

Download Referencer on Secretarial Audit under Corporate Governance Voluntary Guidlines for Company Secretaries issued by ICSI, good read through

The Ministry of Corporate Affairs (MCA), Government of India released CORPORATE GOVERNANCE VOLUNTARY GUIDELINES 2009 on December 21, 2009. The preamble to Guidelines states that “These guidelines provide for a set of good practices which may be voluntarily adopted by the Public companies. Private companies, particularly the bigger ones, may also like to adopt these guidelines.”

The Guidelines, amongst other things, recommend the introduction of Secretarial Audit. Para V of the Guidelines states that :

“Since the Board has the overarching responsibility of ensuring transparent, ethical and responsible governance of the company, it is important that the Board processes and compliance mechanisms of the company are robust. To ensure this, the companies may get the Secretarial Audit conducted by a competent professional. The Board should give its comments on the Secretarial Audit in its report to the shareholders.”

Companies, which do not adopt these guidelines, either fully or partially, are expected to inform their shareholders about the reasons for not adopting these Guidelines. This is in consonance with the popular doctrine of “Comply or Explain”. The Board should give its comments on the Secretarial Audit in Directors’ Report as provided in Para V of the Guidelines.

Download Reference on Secretarial Audit issued by the Institute of Company Secretaries of India (ICSI) for the purpose of Corporate Governance Voluntary Guidelines

All investor related documents of MF like PAN, KYC, PoA specimen signature shall be updated by AMC/RTA & get it audited - Mandatory for all new schemes also

Updation of investor related documents
SEBI vide circular No. SEBI/IMD/CIR No.12 /186868 /2009 dated December 11, 2009 has inter alia advised mutual funds to confirm whether all the investor related documents are maintained/ available with them. Further in case the investor related documentation was incomplete, the trustees of the mutual funds were advised not to make further payment to such distributors till full compliance/ completion of the steps enumerated in the said circular and to send a status to SEBI as and when process is completed to satisfaction.

SEBI has not received any confirmation from the trustees of the mutual funds on the completion of the process as mandated in the said circular. Thus it appears that all the investor related documentation is not available with the AMCs. It has been observed that due to such incomplete documentation investors’ rights to approach the AMCs directly are restricted and investors are forced to depend on the distributors for executing any financial or non-financial transactions.

In order to ensure that investors have unrestricted access to AMCs and to enable AMCs to provide prompt investor service including execution of investors’ financial or non-financial transactions, all mutual funds/ AMCs are directed that:
All new folios/ accounts shall be opened only after ensuring that all investor related documents including account opening documents, PAN, KYC, PoA (if applicable), specimen signature are available with AMCs/RTAs and not just with the distributor.
For existing folios, AMCs shall be responsible for updation of the investor related documents including account opening documents, PAN, KYC, PoA (if applicable), specimen signature by November 15, 2010.

The trustees shall submit a confirmation after they receive certification from an Independent auditor on completion of the said process latest by November 22, 2010.

Mutual Funds/Asset Management Companies shall comply with the above requirements in letter and spirit.

Source: SEBI Cir / IMD / DF / 9 / 2010 dated 12th August 2010

All amended SEBI circulars on Arbitration mechanism in stock exchange as governed by Arbitration & Conciliation Act, 1996

Revised Arbitration Mechanism in Stock Exchanges
In consultation with the stock exchanges, it has been decided to streamline the arbitration mechanism available at stock exchanges for arbitration of disputes (claims, complaints, differences, etc.) arising between a client and a member (Stock Broker, Trading Member and Clearing Member) across various market segments.

A stock exchange shall provide an arbitration mechanism for settlement of disputes between a client and a member through arbitration proceedings in accordance with the provisions of this Circular read with Section 2(4) of the Arbitration and Conciliation, Act, 1996.

This circular CIR/MRD/DSA/24/2010 dated 11th August 2010 modifies provisions relevant to arbitration, contained in the following SEBI Circulars:-
i. Master Circular as on 31st March 2010
ii. SEBI/MRD/DSA-OIAE/Cir-09/2010 dated April 1, 2010
iii. CIR/MRD/DSA/10/2010 dated April 6, 2010

SEBI Clarification: AMC Addendum:all mutual fund schemes in demat form shall be freely transferable from 1st October, 2010 (except ELSS)

Transferability of Mutual Fund units

Regulation 37(1) of SEBI (Mutual Fund) Regulations, 1996 states that:

“a unit unless otherwise restricted or prohibited under the scheme, shall be freely transferable by act of parties or by operation of law.”

The spirit and intention of this regulation is not to prohibit transferability of units as a general rule or practice. However, it is noticed that mutual fund schemes prohibit transfer on a regular basis instead of on an exceptional basis.

In order to facilitate transferability of units of mutual funds held in one demat account to another demat account, it has been decided that all Asset Management Companies (AMCs) shall clarify by way of an addendum that units of all mutual fund schemes held in demat form shall be freely transferable from the date of the issue of said addendum which shall be not later than October 1, 2010. However, restrictions on transfer of units of Equity Linked Savings Schemes (ELSS) during the lock-in period shall continue to be applicable as per the ELSS Guidelines.

Source: SEBI CIR/IMD/DF/10/2010 dated 18th August 2010

New format of disclosure of derviatives by Mutual Fund & investment/exposure norms amended

Review of norms for investment and disclosure by Mutual Funds in derivatives
Please refer to the circular DNPD/CIR-29/2005 dated September 14 2005, circular MFD/CIR/9/120/2000 dated November 24 2000, and SEBI circular MFD/CIR/18337/2002 dated September 19, 2002 on investment in derivatives by mutual funds and disclosures thereof in half yearly portfolio statement.

In order to have prudential limits for derivative investments by mutual funds and to bring in transparency and clarity in the disclosure of the same to investors, it has been decided to bring in certain modification in the aforesaid circulars.

Disclosure of derivatives in Half Yearly Portfolios
The manner of disclosure of derivatives position in half yearly portfolio disclosure reports has not been specified in the SEBI (Mutual Funds) Regulations, 1996 and the disclosures being currently made are not uniform across the industry. Therefore, the following format for the purpose of uniform disclosure of investments in derivative instruments by Mutual Funds in half yearly portfolio disclosure, annual report or in any other disclosures is prescribed.

Effective date: The provisions shall be applicable for all new schemes launched post the issue of the circular. For all existing schemes, compliance with the circular shall be effective from October 01, 2010.

Source:SEBI Cir/ IMD/ DF/ 11/ 2010 dated 18th August 2010

Fund of Fund MF schemes expense structure in offer document & change amounts to fundamental attribute requiring exit option to unit holders

Fund of funds mutual fund schemes shall adopt either of the total expense structures laid out in Regulation 52(6)(a) of SEBI (Mutual Funds) Regulations 1996, as amended by SEBI (Mutual Funds) (Amendment) Regulations, 2010, which Asset Management Companies shall clearly indicate in the scheme information documents (SID).  Fund of Fund schemes, existing as on July 29, 2010, shall, with the approval of trustees, adopt either of the total expense structures laid out in Regulation 52(6)(a) and change the total expense structure after giving the unitholders an option to exit in accordance with Regulation 18(15A). [In case of change in fundamental attributes in terms of Regulation 18 (15A), SID shall be revised and updated immediately after completion of duration of exit option.]

Regulation 52(6)(a): The total expenses of the scheme excluding issue or redemption expenses, whether initially borne by the mutual fund or by the asset management company, but including the investment management and advisory fee shall be subject to the following limits:—

in case of a fund of funds scheme, the total expenses of the scheme including the management fees shall be either:-
(i) not exceeding 0.75% of the daily or weekly average net assets, depending upon whether the NAV of the scheme is calculated on daily or weekly basis; or
(ii) it may consist of -
(A)management fees for the scheme not exceeding 0.75% of the daily or weekly average net assets depending upon whether the NAV of the scheme is calculated on daily or weekly basis;
(B) other expenses relating to administration of the scheme; and
(C) charges levied by the underlying schemes:
Provided that the sum total of (A), (B) and the weighted average of the total expense ratio of the underlying schemes shall not exceed 2.50% of the daily or weekly average net assets (depending upon whether the NAV of the scheme is calculated on daily or weekly basis) of the scheme.

Source: SEBI Cir / IMD / DF / 8 / 2010 dated 6th August 2010

CS Updatin...

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