Records to be maintained from transaction, Non profit organisation included, Suspicious transaction defined in amendment of Money Laundering Rules 2009

Notification No 13/2009/F.No. 6/8/2009- ES & G.S.R 816(E) dated 12th November 2009

Prevention of Money-laundering Act (PMLA), 2002 read with Rules is amended by Prevention of Money-laundering (Maintenance of Records of the Nature and Value of Transactions, the Procedure and Manner of Maintaining and Time for Furnishing Information and Verification and Maintenance of Records of the Identity of the Clients of the Banking Companies, Financial Institutions and Intermediaries)  Amendment Rules, 2009

Rule 2(1)(ca) “non profit organisation” means any entity or organisation that is registered as a trust or a society under the Societies Registration Act, 1860 (21 of 1860) or any  similar State legislation or a company registered under section 25 of the Companies Act, 1956 (1 of 1956);

Rule 3(BA) all  transactions involving receipts by non-profit organisations of  value  more than  Rs. 10 lakh, or its equivalent in foreign currency; Kindly note, Rule 3 deals with Maintenance of records of transactions (nature and value) by banking company or financial institution or intermediary. [thus, covering Charitable trusts, whether temples, churches or mosques, non-government organisations (NGOs), educational institutions or societies and other Non-profit organisations, even Section 25 Company – see definition above]

Rule 6  Retention of records of transactions– The records referred to in rule 3 shall be maintained for a period of ten years from the date of [the word CESSATION OF is removed] transactions between the client and the banking company, financial institution or intermediary, as the case may be.  [Hence, the 10 year period begins from the date of transaction itself].

Rule 2(fa)  “Regulator” means a person or an authority or a Government which is vested with the power to license, authorise, register, regulate or supervise the activity of banking companies, financial institutions or intermediaries, as the case may be;

Rule 2(g)  “Suspicious transaction" means a transaction referred to in clause (h) [which defines the term transaction], including an attempted transaction, whether or not made in cash, which to a person acting in good faith -

(a) gives rise to a reasonable ground of suspicion that it may involve proceeds of an offence specified in the Schedule to the Act, regardless of the value involved; or

(b) appears to be made in circumstances of unusual or unjustified complexity; or

(c) appears to have no economic rationale or bonafide purpose; or

(d) gives  rise  to  a  reasonable  ground  of  suspicion  that  it may involve financing of the activities relating to terrorism;

Rule 8 after sub-rule (3),  the following proviso shall be inserted at the end, namely:-

“Provided that a banking company, financial institution or intermediary, as the case may be, and its employees shall keep the fact  of furnishing information in respect of transactions referred to in clause (D) of sub-rule (1) of rule 3 strictly confidential.  [Thus, the records of transactions are made STRICTLY CONFIDENTIAL!]

In rule 9,-
(a)   for sub-rules (1) and (2), the following sub-rules shall be substituted, namely:-

“(1) Every banking company, financial institution and intermediary, as the case may be, shall,

(a)  at the time of commencement of an account-based relationship, identify its clients, verify their identity and obtain information on the purpose and intended nature of the business relationship,  and

(b) in all other cases, verify identity while carrying out:

(i) transaction of an amount equal to or exceeding rupees fifty thousand, whether conducted as a   single transaction or several transactions that appear to be connected, or

(ii)  any international  money transfer operations.

(1A) Every banking company, financial institution and intermediary, as the case may be, shall identify the beneficial owner and take all reasonable steps to verify his identity.

(1B) Every banking company, financial institution and intermediary, as the case may be, shall exercise ongoing due diligence with respect to the business relationship with every client and closely examine the transactions in order to ensure that they are consistent with their knowledge of the customer, his business  and risk profile.

(1C) No banking company, financial institution or intermediary, as the case may be, shall  keep any anonymous account or account in fictitious names.

(2) Where the client is an individual, he shall for the purpose of sub-rule (1), submit to the banking company, financial institution and intermediary, as the case may be, one certified copy of an ‘officially valid document’ containing details of his identity and address, one recent photograph and such other documents including in respect of the nature of business and financial status of the client as may be required by the banking company or the financial institution or the intermediary, as the case may be.

Provided that photograph need not be submitted by a client falling under clause (b) of sub-rule (1).”;

(b)   after sub-rule (6),  the following sub-rule shall be inserted, namely:-

“(6 A) Where the client is a  juridical person, the banking company, financial institution and intermediary, as the case may be, shall verify that any person purporting to act on behalf of  such client is so authorised and verify the identity of that person.”;

(c) for sub-rule (7), the following sub-rule shall be substituted, namely:-

“ (7) (i)The regulator shall issue guidelines incorporating the requirements of sub- rules (1) to (6A) above and may prescribe enhanced measures to verify the client’s identity taking into consideration type of client, business relationship or nature and value of transactions.

(ii) Every banking company, financial institution and intermediary as the case may be, shall formulate and implement a Client Identification Programme to determine the true identity of its clients, incorporating requirements of sub-rules (1) to (6A) and guidelines issued under clause (i) above.

Prevention of Money Laundering Act (PMLA), 2002 can be downloaded here.   Click here for SEBI Master circular on Money Laundering.

Accordingly, all authorized persons are advised to furnish Suspicious Transaction Report (STR) to FIU-IND in respect of their money changing activities within 7 days of arriving at a conclusion that a transaction, including attempted transaction, whether or not made in cash, or a series of transaction integrally connected are of suspicious nature. The formats of STR, both manual and electronic, have been made available by FIU-IND in their website http://fiuindia.gov.in. [A.P. (DIR Series) Circular No.15 & A.P. (FL/RL Series) Circular No.02 dated November 19, 2009]

More disclosures in ADR/GDR & double 5% creeping acquisition benefit is the amended Takeover Code – Understand here…

SEBI (Substantial Acquisition of Shares & Takeovers - SAST) Regulations, 1997 [Takeover Code] as amended by SEBI (SAST)
(Third Amendment) Regulations, 2009

vide F.No.LAD-NRO/GN/2009-10/20/182131 dated 6/11/2009

In regulation 3, for sub-regulation (2), the following sub-regulation shall be substituted, namely: -
“(2) Nothing contained in regulation 10, regulation 11 and regulation 12 of these regulations shall apply to the acquisition of Global Depository Receipts or American Depository Receipts unless the holders thereof, -
(a) become entitled to exercise voting rights, in any manner whatsoever, on the underlying shares; or
(b) exchange such Depository Receipts with the underlying shares carrying voting rights.”

(ie) Erstwhile there was exemption from Chapter III as such but now it is Regulation 10, 11 & 12, further one more exception from the availability of exemption under regulation 3(2) has been included which provides that the no exemption from the applicability of regulation 10, 11 and 12 of SEBI Takeover Regulations would be available on the acquisition of ADRs or GDRs where the holder is entitled to exercise voting rights on the underlying shares.

In regulation 7, in sub-regulation (1A), after the word and figure “regulation 11” and before the mark and words “, shall disclose purchase”, the words and figure “or under second proviso to sub-regulation (2) of regulation 11” shall be inserted;

(ie) Acquirer who has acquired the shares in terms of the newly inserted proviso to regulation 11(2) is also required to give the disclosure under regulation 7(1A) of SEBI Takeover Code.

In regulation 11,-
in sub-regulation (1), after the words and figure “of the voting rights,”
and before the words “in any financial year”, the words and mark “with post acquisition shareholding or voting rights not exceeding fifty five per cent.,” shall be inserted;
(ie) the acquirer is allowed to increase his shareholding by creeping acquisition to the level of 55% and not beyond it.

In regulation 11, -

(a) in sub regulation (2), (A) after the words “either by himself or through” and before the words “persons acting in concert”, the words “or with” shall be inserted;
(b) in second proviso, after the words, “such acquirer may,” and before the words “without making a public announcement”, the words “notwithstanding the acquisition made under regulation 10 or sub-regulation (1) of regulation 11,” shall be inserted;

(ie) Acquirer can enjoy 5% creeping acquisition under Regulation 10 & 11(1) [when he is between 15% & 55%] and again the new 5% when he is between 55% & 75% in the same financial year.

In regulation 14,-
(a) in sub-regulation (2), the mark “.” occurring at the end shall be
substituted with the mark “:”;
(b) after sub-regulation (2), the following proviso shall be inserted,
namely:-
“Provided that in case of American Depository Receipts or Global Depository Receipts entitling the holder thereof to exercise voting rights in excess of percentage specified in regulation 10 or regulation 11, on the shares underlying such depository receipts, public announcement shall be made within four working days of acquisition of such depository receipts.”

(ie) Entitlement to exercise the voting rights on the underlying shares of ADR/GDR in excess of percentage specified in regulation 10 or regulation 11 shall also be disclosed within 4 working days in addition to erstwhile conversion of ADR/GDR only.

SEBI clarification on Insider Trading Amendment in FAQ form

Clarifications on SEBI (Prohibition of Insider Trading) Regulations, 1992 issued on 24th July 2009.  SEBI has amended certain provisions of SEBI (Prohibition of Insider Trading) Regulations, 1992 vide notification dated November 19, 2008 for the purpose of better disclosures and prevention of insider trading. Subsequently we received a few queries from the companies seeking clarification mainly on the interpretation of amendments. The queries received and the clarifications given by us on the same are presented below for information of all the listed companies.

To read the same, click Clarifications on SEBI (Prohibition of Insider Trading) Regulations, 1992

Priority lending to Training centres & consultancy services registered as Micro or Small enterprise – RBI instructs banks

Priority Sector Lending – Categorisation of activities under service under the Micro Small & Medium Enterprises Development (MSMED) Act, 2006

Understand the broad CATEGORIES OF PRIORITY SECTOR,
(i) Agriculture (Direct and Indirect finance)
(ii) Small Enterprises (Direct and Indirect Finance)
(iii) Retail Trade
(iv) Micro Credit
(v) Education loans
(vi) Housing loans

Understand about MSMED from http://yehseeyes.blogspot.com/search?q=MSMED

It has been decided to include loans granted by banks in respect of following activities under Micro and Small (Service) Enterprises within the priority sector, provided such enterprises satisfy the definition of Micro and Small (Service) Enterprises in respect of investment in equipment (original cost excluding land and building and furniture, fittings and other items not directly related to the service rendered or as may be notified under the MSMED Act, 2006) (i.e. not exceeding Rs. 10 lakh and Rs. 2 crore respectively).

1. Consultancy Services including Management Services;
2. Composite Broker Services in Risk and Insurance Management;
3. Third Party Administration (TPA) Services for Medical Insurance Claims of Policy Holders;
4. Seed Grading Services;
5. Training-cum-Incubator Centre;
6. Educational Institutions;
7. Training Institutes;
8. Retail Trade;
9. Practice of Law, i.e. legal services;
10. Trading in medical instruments (brand new);
11. Placement and Management Consultancy Services; and
12. Advertising agency and Training centres

Accordingly, there will be no separate category for "Retail Trade" under priority sector. Loans granted by banks for Retail Trade [i.e. advances granted to retail traders dealing in essential commodities (fair price shops), consumer co-operative stores; and advances granted to private retail traders with credit limits not exceeding Rs. 20 lakh) would henceforth be part of the Small (Service) Enterprises.

The commercial banks may report such loans under the head "Total credit to Small Enterprises" in the half-yearly (Ad-hoc) [under 2 (a) and 2 (ii)] and yearly (final) [under 14, 15, 19, 20 and 21] return on priority sector advances.

For All Primary (Urban) Co-operative Banks (read this circular UBD.CO.BPD(PCB) Cir.No.50/09.09.001/2009-10 dated March  25, 2010)

Source: RBI/2009-10/164 RPCD.CO.Plan.BC. 24 /04.09.01/2009-10 dated 18th September 2009

FEM (Deposit) (Amendment) Regulations, 2009 permits transfer of funds from rupee account of diplomatic mission in India which are collected as Visa fees

Foreign Exchange management (Deposit) (Amendment) Regulations, 2009

In exercise of the powers conferred by clause (f) of sub section (3) of section 6 and sub section (2) of section 47 of the Foreign Exchange Management Act, 1999 (42 of 1999), the Reserve Bank of India makes the following amendments in the Foreign Exchange Management (Deposit) Regulations, 2000 (Notification No.FEMA.5/2000-RB dated May 3, 2000) namely : -
Amendment of the Regulations: -
In the Foreign Exchange Management (Deposit) Regulations, 2000 (Notification No.FEMA.5/2000-RB dated May 3, 2000), Regulation 4, in sub-regulation (3), for clause (a), the following shall be substituted, namely:-
“(a) credits to the account shall be only by way of:-
(i) proceeds of inward remittances received from outside India through normal banking channels; and
(ii) transfer of funds, from the rupee account of the diplomatic mission in India, which are collected in India as visa fees and credited to such account.”

Source: Notification No.FEMA 193/2009-RB dated 2nd June, 2009

The Prevention of Money Laundering (Amendment) Act, 2009 [PMLA] has come into force with effect from 1st June 2009 & Master Circular – RBI/SEBI & Multi Level Marketing (MLM) firms

Download RBI Master Circular on Money Laundering / Know Your Customer (KYC).  This is in continuation of the same.

Preservation  Period of Records

The Prevention of Money Laundering (Amendment) Act, 2009 (No. 21 of 2009) has come into force with effect from June 01, 2009 as notified by the Government. In terms of Sub-Section 2(a) of Section 12 of The Prevention of Money Laundering (Amendment) Act, 2009 (PMLA, 2009), the records referred to in clause (a) of Sub-Section (1) of Section 12 shall be maintained for a period of ten years from the date of transaction between the clients and the banking company and in terms of Sub-Section 2(b) of Section 12 of the Act ibid, the records referred to in clause (c) of Sub-Section (1) of Section 12 shall be maintained for a period of ten years from the date of cessation of transaction between the clients and the banking company.

Accordingly, in modification of paragraph 2.16(iii) (a) of the above said master circular dated July 1, 2009, banks are advised to maintain for at least ten years from the date of transaction between the bank and the client, all necessary records of transactions referred to at Rule 3 of the Prevention of Money-Laundering (Maintenance of Records of the Nature and Value of Transactions, the Procedure and Manner of Maintaining and Time for Furnishing Information and Verification and Maintenance of Records of the Identity of the Clients of the Banking Companies, Financial Institutions and Intermediaries) Rules, 2005 (PMLA Rules), both domestic or international, which will permit reconstruction of individual transactions (including the amounts and types of currency involved, if any) so as to provide, if necessary, evidence for prosecution of persons involved in criminal activity.

However, records pertaining to the identification of the customer and his address (e.g. copies of documents like passports, identity cards, driving licenses, PAN card, utility bills etc.) obtained while opening the account and during the course of business relationship, as indicated in paragraph 2.16(iii)(b) of the above said master circular dated July 1, 2009, would continue to be preserved for at least ten years after the business relationship is ended as required under Rule 10 of the Rules ibid.

Accounts of Politically Exposed Persons (PEPs)

Detailed guidelines on Customer Due Diligence (CDD) measures to be made applicable to Politically Exposed Person (PEP) and their family members or close relatives are contained in paragraph 2.5(iv) of the master circular.  It is further advised  that in the event of an existing customer or the beneficial owner of an existing account,subsequently becoming a PEP, banks should obtain senior management approval to continue the business relationship and subject the account to the CDD measures as applicable to the customers of PEP category including enhanced monitoring on an ongoing basis.

Principal Officer

Banks have been advised in Para 2.15 of the master circular referred to above that banks should appoint a senior management officer to be designated as Principal Officer and the role and responsibilities of the Principal Officer have been detailed therein. With a view to enable the Principal Officer to discharge his responsibilities,  it is advised that that the Principal Officer and other appropriate staff should have timely access to customer identification data and other CDD information, transaction records and other relevant information. Further, banks should ensure that the Principal Officer is able to act independently and report directly to the senior management  or  to the Board of Directors.

Source: RBI/2009-10/152 DBOD. AML.BC. No.43 /14.01.001/2009-10 dated 11/09/2009

Further, in view of opening and conduct of the accounts of Multi Level Marketing (MLM) firms, we (RBI) advise that banks should be careful in opening accounts of the marketing/trading agencies etc. Especially, strict compliance with KYC and AML guidelines contained in circulars UBD.CO.BPD (PCB) No. 1/12.05.001/2008-09 dated July 02, 2008 and UBD.PCB. Cir. 30/09.161.00/2004-05 dated December 15, 2004 issued by RBI should be ensured in the matter.

In cases where accounts have already been opened in the names of the marketing agencies, retail traders, investment firms, the banks may undertake quick reviews. Wherever large number of cheque books has been issued to such firms, the relative decision may be reviewed in the light of the following:

• Whether the cheque books have been issued to customers on the basis of their express request and after following the internal processes laid down in the matter.
• Whether the number of cheque books is consistent with/matching the profile of the customers as also their nature of business operations.

Even where the volume of transactions/profile of the customers apparently justify the number of cheque books issued, special ongoing monitoring of the operations in the accounts of such types of firms should be made especially if large volumes of small cash deposits are being made in those accounts and withdrawals are being made there from, through cheques written for small amounts, either across the counters or through clearing. In respect of such account holders banks may, in specific cases, call for the data from the account holders on the number and aggregate amount of post dated cheques issued. The data/information so collected should be analysed in select cases to rule out the possibility of the firms being engaged in deposit taking activities. Certain indicative parameters for selecting accounts for further scrutiny and action are the bunching of dates of the post dated cheques, the uniformity in the amounts of cheques etc. These data should be analysed together with data on cash deposits of small amounts on previous distant dates resembling the deposit contracting/mobilizations dates in terms of similar bunching and uniformity of amounts.

Please acknowledge receipt. Also, unusual operations noticed during the above review may be immediately reported to us and other appropriate authorities, such as, Financial Intelligence Unit (FIU-IND), Department of Revenue, Ministry of Finance, Government of India, Hotel Samrat (6th Floor), Chanakyapuri, New Delhi - 110 021.

Source: RBI/2009-10/158 UBD. CO. BPD. PCB.Cir. No.9/12.05.001 / 2009-10 dated 16/09/2009

Understand New FTP 2009 – introduction of towns for export excellence,diamond bourses,EDI & more technology benefits apart from increase in duty scrips and extension of time limits

The New FTP Policy is released and shall come into force w.e.f. 27th August, 2009.  Kindly note, FTP is a Export Import (EXIM) policy published by Director General of Foreign Trade (DGFT)  under Ministry of Commerce under the powers of Foreign Trade (Development & Regulation) Act, 1992.  FTP is published for every 5 years.

Source : Foreign Trade Policy 2009-2014 & Foreign Trade Procedures 2009-2014 [Handbook of Procedures (Volume 1) & Appendices]

Erstwhile foreign trade policy (FTP) 2004-2009 had set two objectives, namely,

(i) to double our percentage share of global merchandize trade within 5 years and (ii) use trade expansion as an effective instrument of economic growth and employment generation.

Understand the basics of Policy from WTO - FTP - Understand this way ....

FOREIGN TRADE POLICY [FTP] 2009 – 2014

Understand the basic amendments,

• To make the environment conducive for foreign trade and it was decided to continue with the DEPB Scheme upto December 2010 and income tax benefits.
• Further under Section 10A for IT industry (STPI) and under Section 10B of Income Tax Act for 100% export oriented units for one additional year till 31st March 2011.
• To encourage value addition in our manufactured exports and towards this end, have stipulated a minimum 15% value addition on imported inputs under advance authorization scheme.
• The Government seeks to promote Brand India through 6 or more ‘Made in India’ shows to be organized across the world every year.
• Technological upgradation of exports is sought to be achieved by promoting imports of capital goods for certain sectors under EPCG at 0% duty.  Additional Duty Credit Scrips shall be given to Status Holders @ 1% of the FOB value of past exports.  The duty credit scrips can be used for procurement of capital goods with Actual User condition.  This Scheme will be available for engineering & electronic products, basic chemicals & pharmaceuticals, apparels & textiles, plastics, handicrafts, chemicals & allied products and leather & leather products (subject to exclusions of current beneficiaries under Technological Upgradation Fund Schemes (TUFS), administered by Ministry of Textiles and beneficiaries of Status Holder Incentive Scheme in that particular year). The scheme shall be in operation till 31.3.2011.
• For upgradation of export sector infrastructure, ‘Towns of Export Excellence’ and units located therein would be granted additional focused support and incentives.  For instance, Jaipur, Srinagar and Anantnag have been recognised as ‘Towns of Export Excellence’ for handicrafts; Kanpur, Dewas and Ambur have been recognised as ‘Towns of Export Excellence’ for leather products; and Malihabad
  for horticultural products.
• To enable support to Indian industry and exporters, especially the Micro Small & Medium Enterprises, in availing their rights through trade remedy instruments under the WTO framework, we propose to set up a Directorate of Trade Remedy Measures.
• In order to reduce the transaction cost and institutional bottlenecks, the e-trade project would be implemented in a time bound manner to bring all stake holders on a common platform.  Additional ports/locations would be enabled on the Electronic Data Interchange (EDI) over the next few years.
• To further EDI initiatives, Export Promotion Councils/Commodity Boards have been advised to issue RCMC through a web based online system. It is expected that issuance of RCMC would become EDI enabled before the end of 2009. 
• An Inter-Ministerial Committee has been established to serve as a single window mechanism for resolution of trade related grievances.
• In an endeavour to make India a diamond international trading hub, it is planned to establish “Diamond Bourse(s)”.

Understand more highlights from Highlights of Foreign Trade Policy

What next after CS exam results August 2009, register for Executive or Professional program & finish NIIT, TOP, ADP, SMTP from ICSI

The results of the CS Foundation Course, Intermediate and Final (Old Syllabus) and Foundation Programme, Intermediate/Executive Programme, and Professional Programme (New Syllabus) examinations of the Company Secretaries held in June, 2009 are scheduled to be declared at 12.00 Noon on 25^th August, 2009 at www.icsi.edu and also try www.icsi.in

HEARTIEST WISHES FOR EVERY ONE WHO HAS WON & IN THE PROCESS OF WINNING COMPANY SECRETARY EXAMS

Candidates registered upto and including the month of August in a year are eligible for appearing in both the groups of the Executive Programme or all 4 modules of Professional Programme examination held in June of next year. So, its mandatory for you to submit prescribed forms before 31st August 2009 to appear for all modules in December 2009.  There is one another new requirement in lieu of TOP, SMTP, etc…which is called Student Induction Programme (SIP), Executive Development Programme (EDP)  and Professional Development Programme (PDP) from 1st September 2009 0nwards, so make your enrolment fast.

Before visiting the nearest ICSI office, make sure you are ready with following things:

For Foundation passed:

1. Click here to register online for CS Executive Program Application - http://www.icsi.edu:8888/registration/main_online.aspx and arrange for fees as per http://www.icsi.edu/LinkClick.aspx?link=http%3a%2f%2fwww.icsi.edu%2fwebmodules%2flinksofweeks%2fREVISION+OF+FEES.doc&tabid=528&mid=3166
2. Get to know your subjects and classes schedules at http://csexecutiveprogram.blogspot.com
3. Register for Computer Training with NIIT or produce your Certificates to write Exemption exam (Detailed FAQs) on or before February 2010
4. Get your Bcom degree too BCom CS Executive & MCom CS Professional programme is possible -IGNOU & ICSI offers this mutli-degrees for Company Secretaries
5. Get your scholarship based on your school marks from 10&12th Standard Marks for 100% Company Secretary Course fees, says ICSI by Students Education Fund Trust scheme-60/75/90%
6. Start writing CC papers for eligibility Just write 1 CC paper for CS Executive/Professional/Foundation programme, instead of 3 CC papers per subject but to secure 40% marks and submit on or before February 2010.
7. Enjoy reading CS Executive Programme books from http://onlythismuch.lawlabz.com

For Executive passed:

1. Click here to download & fill CS Professional Program Application - http://www.icsi.edu/webmodules/student/final.doc and arrange for fees as per Apply for Training Orientation Program (TOP) and find details from nearest ICSI - http://www.icsi.edu/webmodules/student/TopForm.doc (its a mandatory pre-requisite to commence CS Training). TOP is a 5 full day program offered at ICSI and your training will commence only on completion of this program
2. Then, start sending emails & applications of RESUME for CS Training to
1. List of Company Secretaries in Practice Registered for Imparting Training
2. Registered Companies for Training
3. For 15-month CS Training related information, you can click http://yehseeyes.blogspot.com/2008/05/icsi-15-months-managementapprentice.html
4. Start looking out for Academic Development Programs (ADP) as its mandatory to attend for 25 hours or you have the option to register for National Convention of ICSI.
5. Get your Mcom degree too BCom CS Executive & MCom CS Professional programme is possible -IGNOU & ICSI offers this mutli-degrees for Company Secretaries
6. Get your scholarship based on your school marks from 10&12th Standard Marks for 100% Company Secretary Course fees, says ICSI by Students Education Fund Trust scheme-60/75/90%
7. Get to know your subjects and classes schedules at http://csprofessionalprogram.blogspot.com
8. Start writing CC papers for eligibility Just write 1 CC paper for CS Executive/Professional/Foundation programme, instead of 3 CC papers per subject but to secure 40% marks and submit on or before February 2010.
9. Enjoy reading CS Professional books (coming sooooon), keep watchin…

For Professional passed:

1. Pending Training you are eligible for Licentiate Membership of ICSI - http://www.icsi.edu/webmodules/student/Licentiate.doc and you will get Chartered Secretary (Members magazine) free of cost.
2. Complete your CS Training or Claim exemption from it following http://yehseeyes.blogspot.com/2008/05/icsi-15-months-managementapprentice.html
3. Complete RoC Training or Stock Exchange training, if applicable. Send e-mail to training2@icsi.edu to get the sponsorship letter.
4. Complete ADP's, if applicable & pending
5. Then, apply for the esteemed membership of ICSI following, http://yehseeyes.blogspot.com/2009/01/checklistformsfeesguide-to-apply-for.html

Hope, I have not missed out anything. Of course, you can keep track of all updates, happenings and all about Company Secretaries by following http://yehseeyes.blogspot.com/ and Get See Yes -> Yes, ACS delivered by email

New 6.42 disclosures for rights issue & ASBA also made applicable & utilisation of funds only after finalisation of allotment, SEBI DIP amended

SEBI/CFD/DIL/DIP/38/2009/08/20 dated August 20, 2009

Download Amended SEBI (DIP) Guidelines, 2000 till date

1. Applications Supported by Blocked Amount (ASBA) in rights issues:

It has now been decided to make ASBA applicable to all rights issues. ASBA will co-exist with the current process, wherein cheque/demand draft is used as a mode of payment. Since the web enabled interface of stock exchanges is now operational [have a look at NSE’s Workstation] for the purpose of acceptance of the rights issue applications, self certified syndicate banks shall upload the application data in to the aforesaid interface of stock exchanges.  Understand about ASBA from [SEBI-ASBA] Lets Learn the Concept.

Conditions:

1. All applicants who desire to apply through ASBA should hold shares of the issuer company in a depository account.
2. The applicants shall indicate either in (i) in Part A of the composite application form of rights issue or (ii) in the plain paper application, as to whether they desire to avail of the ASBA option.
3. All other provisions shall apply mutatis mutandis (means, as like a Public Issue with such modification of the words as Rights issue).

2. Other Amendments numbered as A, B, C, D & E for reference

As you are aware that under clause 8.19 of the SEBI (DIP) Guidelines provides that in a rights issue, the issuer may utilise the issue proceeds collected after satisfying the designated stock exchange that minimum 90% subscription is received and also SEBI has reduced the time period taken for finalization of basis of allotment in the rights issues to 15 days from the date of closure of the issue.  In a public issue, in terms of section 73 of the Companies Act, 1956, the issuer company can access the issue proceeds only after allotment and listing is completed.  All the following Amendments shall be applicable for all rights issues where Draft letters of offer are filed or where Final Letter of Offer is yet to be filed with SEBI on or after the date of this circular.

A. In the clause 5.7.2: In the case of rights issues, lead merchant banker shall ensure that the abridged letters of offer ALONG WITH COMPOSITE APPLICATION are dispatched to all shareholders at least 3 days before the date of opening of the issue.

B. All the new clauses are using the word COMPOSITE application instead of STANDARD application as earlier (in case of rights issues).

C. In CHAPTER VI of the DIP Guidelines dealing with DISCLOSURES regarding rights issue, many amendments were made as below:

SECTION III – CONTENTS OF THE LETTER OF OFFER

There are 3 types of disclosures,

• 6.42 disclosures on satisfaction of certain conditions
• Partly Section I and Partly 6.42 disclosures
• Section I disclosures as like the existing provision

I. A listed issuer company making a rights issue shall make disclosures, as
specified in clause 6.42, in the letter of offer, if it satisfies the 6.39 conditions as mentioned below:
(a) the issuer company has been filing periodic reports, statements and
information in compliance with the listing agreement for the last 3 years immediately preceding the date of filing of the letter of offer with the designated stock exchange or SEBI.
(b) the information referred to in sub-clause (a) above are available on the website of any recognised stock exchange with nationwide trading terminals or on a common e-filing platform specified by the SEBI.

(c) the issuer company has investor grievance-handling mechanism which includes meeting of the Shareholders’ or Investors’ Grievance Committee at frequent intervals, appropriate delegation of power by the board of directors of the issuer company as regards share transfer and clearly laid systems and procedures for timely and satisfactory redressal of investor grievances.

As per 6.43, every such listed company shall also make a copy of offer document available to the public in the manner specified in sub-clause (ii) of clause 5.6.2 and shall also make such document available as a material document for inspection.

II. NON SATISFACTION OF ABOVE CONDITIONS

Clause 6.40: If the listed issuer company does not satisfy the ABOVE conditions, it shall make disclosures in the letter of offer as specified in Section I and as specified in sub-clauses (d), (e) and (f) of clause 6.42.16.2 of Section III.

III. SPECIFIC TYPE OF LISTED COMPANIES

Clause 6.41: Irrespective of whether the conditions specified in clause 6.39 are satisfied or not, the following listed issuer companies shall make disclosures, as specified in Section I, in the letter of offer:
(a) A listed issuer company whose management has undergone change pursuant to acquisition of control in accordance with the provisions of SEBI Takeover Code.
(b) An issuer company whose securities have been listed consequent to relaxation granted by the Board under sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957 for listing of its securities pursuant to a scheme sanctioned by a High Court under sections 391 to 394 of the Companies Act, 1956.

D. In chapter VI, Section IV shall be substituted with the following section as under:-
SECTION IV - CONTENTS OF THE ABRIDGED LETTER OF OFFER: In that clauses 6.44, 6.45 and 6.46 are SUBSTITUTED with new clauses.

E. Chapter VIII - OTHER ISSUE REQUIREMENTS
For clause 8.19.1, the following clause shall be substituted, namely:-
“The issuer company may utilise the funds collected in the rights issue only after the basis of allotment is finalized.”  Just remember, it is no more after minimum 90% subscription is received.

Same exit loads for all Mutual Fund (MF) holders irrespective of Subscription amounts, SEBI says

SEBI / IMD / CIR No. 6 /172445/ 2009 dated August 7, 2009 & SEBI / IMD / CIR No. 7 /173650 / 2009 dated August 17, 2009

It is observed that the mutual funds are making distinction between the unit
holders by charging differential exit loads based on the amount of subscription. In order to have parity among all classes of unit holders, it has now been decided that no distinction among unit holders should be made based on the amount of subscription while charging exit loads.

While complying with the aforesaid circular, it shall be ensured that:

1. The principle laid down in the SEBI circular No. SEBI/IMD/CIR No. 5/126096/08 dated May 23, 2008 (clause 16 of the standard observations) that “any imposition or enhancement in the load shall be applicable on prospective investments only” shall be followed.
2. The parity among all classes of unit holders in terms of charging exit load shall be made applicable at the portfolio level.

Further, you are aware that SEBI vide circular No. SEBI/IMD/CIR No. 5/126096/08 dated May 23, 2008 has simplified the formats for Offer Document and Key Information Memorandum of Mutual Funds Scheme [SEBI-Simplification of Offer Document and Key Information Memorandum of Mutual Funds Scheme]. The simplified Scheme Information Document format provides that “Wherever quantitative discounts are involved the following shall be disclosed – The Mutual Fund may charge the load within the stipulated limit of 7% and without any discrimination to any specific group of unit holders. However, any change at a later stage shall not affect the existing unit holders adversely”.

Saturday Sunday Crash Classes for CS, CA & CWA on Law, FM, Tax & Costing at Learnlabz, enjoy passing

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Crash Batches on Saturdays & Sundays of September & October 2009

 

1. “Company Secretary” – Crash Batch from 15^th September 2009 [Click here for Timetable - Executive & Professional]

2. “Chartered Accountant”- Crash Batch from 10^th September 2009 [Click here for Timetable]

3. “Cost & Works Accountant” - Crash Batch from 5^th September 2009 [Click here for Timetable]

 

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ü       Faculties include CA Giridharan, CWA CS Baskaran & CS A.N.S. Vijay

ü       Subjects covered include LAW, FM, TAXES, COSTING

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SEBI IPEF Aid for Legal Proceedings are issued as guidelines 2009 to enable reimbursement of 75% of expenses incurred by Investor Associations

As you are aware that SEBI has notified Securities and Exchange Board of India (Investor Protection and Education Fund) Regulations, 2009 (SEBI IEPF notified to protect investors with 14 regulations, 2009, which also amends forfeiture)

Regulation 5(1)(d) of SEBI IPEF Regulations, 2009 states that “aiding investors’ associations recognized by SEBI to undertake legal proceedings in the interest of investors in securities that are listed or proposed to be listed”.  To enable the aid, SEBI has now provided Securities and Exchange Board of India (Aid for Legal Proceedings) Guidelines, 2009.

1. The aid is for the ‘Legal proceedings’ (as defined in Reg 2(1)(g) of SEBI IPEF Regulation which) MEANS any proceedings before a court or tribunal where 1000 (one thousand) or more investors are affected or likely to be affected by:- (i), (ii), (iii), (iv), (v) & (vi) such other market misconduct which in the opinion of the Board may be deemed appropriate;
BUT DOES NOT INCLUDE any proceeding where the Board is a party or where SEBI has initiated any enforcement action.

2. The legal aid covers the ‘Expenses’ as defined u/3(1)(a) of this Legal Aid Guidelines as ‘expenses’ means the expenses incurred with respect to any or all of the following in connection with a legal proceedings:-
i. court fees, process fees and other fees/charges payable in the courts as per law;
ii. the bills of solicitors, advocates and senior advocates for professional services rendered by them ;
iii. the clerkage and other miscellaneous expenses charged by the counsels, senior counsels and solicitors, as applicable.

3. Any Investors’ Association may make an application with details as given under Guideline 4(3) to SEBI seeking aid for undertaking legal proceedings.  Kindly note, the application and SEBI approval to be sought at every stage of the proceeding before every Court.

4. In case legal proceedings relates to mis-statement, misrepresentation or
omission in connection with the issue, sale or purchase of securities, the
application shall establish that: the investors relied upon such mis-statement, misrepresentation or omission and such statements caused monetary loss to the investors.

5. The aid for the legal proceedings shall be granted at the discretion of the
SEBI if it is prima facie satisfied that the aid is in the best interest of the investors.  SEBI shall issue a letter conveying grant of aid for a particular legal proceedings.

6. Payments: The aid for a particular legal proceedings shall be

• UPTO Rs. 20 lakh if it is before the Supreme Court of India and
• UPTO Rs. 10 lakh before any other forum.

7. The bills submitted shall be certified by the Auditor of the Investors’
Association and UPTO 75% of the expenses actually incurred shall be
reimbursed WITHIN 15 days of the receipt of claims.

8. The Investor Association shall submit a periodical report of the legal proceedings to SEBI and on conclusion of proceedings, a detailed report statement to be submitted with a self-certified statement on the utilization of aid by it.