CS Final Financial, Treasury & Forex Management [FTFM] Notes & Study in a nutshell, to win Exams

Exciting Ways to Study FTFM is continued...

Mr. CS Sunil Kumar of CS Mysore has shared these Interesting Materials, which can help you to kick-start your basic understanding of Financial, Treasury & Forex Management subject in Company Secretary Professional Program.

Now, lets start studyin... [I mean, lets start enjoyin...]

1. Financial Management - An Introduction;

2. Derivatives - Basic & Further Discussion;

3. Capital Structure;

4. Dividend Policy;

5. Financial Services;

6. Treasury Management;

7. Forex Management;

8. CS Final - Question & Answers

Yes, This will get you an basic understanding of the Subject and then start reading Guideline Answers [Past Question Papers] of CS Final Exams and enjoy writin...CS exams.

All the Best ! Think, you have conquered FTFM as a Territory.

[FEMA] NO Bank Guarantee - Advance Remittance - Import of Services UPTO USD 5lakhs

Foreign Exchange Management Act, 1999 – Advance Remittances for Import of Services

As per extant regulations, AD Category – I banks are required to obtain a guarantee from a bank of international repute situated outside India or a guarantee from an AD Category – I bank in India, if such a guarantee is issued against the counter guarantee of a bank of international repute situated outside India for advance remittances exceeding USD 100,000 or its equivalent for import of services into India.

Vide AP (DIR) Circular No.15 dated 8th Sept 2008, with a view to liberalizing the procedure further, it has been decided to raise the limit of USD 100,000 for advance remittance for all admissible current account transactions for import of services without bank guarantee to USD 500,000 or its equivalent.  AD Category – I banks may frame their own guidelines to deal with such cases as per the policy approved by the bank's Board of Directors. 

 

Where the amount of advance exceeds USD 500,000 or its equivalent, a guarantee from a bank of international repute situated outside India, or a guarantee from an AD Category – I bank in India, if such a guarantee is issued against the counter-guarantee of a bank of international repute situated outside India, should be obtained from the overseas beneficiary.

 

AD Category – I banks should also follow-up to ensure that the beneficiary of the advance remittance fulfils his obligation under the contract or agreement with the remitter in India, failing which, the amount should be repatriated to India.

Industrial Development Bank of India Limited to be IDBI Bank Limited

RBI/2008-09/159 DBOD.No.Ret. BC.40/12.01.001/2008-09 dated September 8, 2008

Alteration in the name of Bank in the Second Schedule to the Reserve Bank of India Act, 1934 –" Industrial Development Bank of India Limited to IDBI Bank Limited".

RBI advises that the name of "Industrial Development Bank of India Limited" has been changed to "IDBI Bank Limited" in the Second Schedule to the Reserve Bank of India Act, 1934 with effect from May 7, 2008 by notification DBOD.BP.BC.No.21.01.002/2007-08 dated May 16, 2008, published in the Gazette of India (Part III-Section 4) dated June 14, 2008.

SEBI DIP Guidelines Current & Earlier Provision as on 28th Aug 2008- An Overview

Credits to Mr. CS Pradeep & Mr. R. Anand

Rights Issue

N	Particulars	Earlier Provision	Current Provision
1	Advertisement	An advertisement giving the date of completion of despatch of letters of offer, shall be released in Newspapers ATLEAST 7 days BEFORE date of opening of issue	7 days reduced to 3 days
2	Issue of Shares / Refunds	Details of Issue of Allotment letters/Refunds to be made WITHIN a period of 7 weeks and Interest in case of delay in refund at the prescribed rate under section 73(2)/(2A)	7 weeks reduced to 15 days
3	Non-receipt of Minimum subscription	If the Company does NOT receive the Minimum Subscription of 90% of the issue, the entire subscription shall be REFUNDED to the applicants WITHIN 42 days from the date of closure of the issue.	42 days reduced to 15 days
4	Issue Period	Rights issues shall be kept OPEN for ATLEAST 30 days and not more than 60 days	Rights issues shall be kept OPEN for ATLEAST 15 days and not more than 30 days
5	Book-closure period	Minimum Notice period was 15 days (demat shares with no derivative trading), 21 days (physical shares with no derivative trading) and 30 days (with derivative trading)	The minimum notice period has been made as 7 working days for ALL categories (only for Rights issue)
6	Notice to Stock Exchange	Company has to give PRIOR intimation to the Exchange about the Board Meeting at which proposal for Rights issue or issue of Convertible Debentures or of Debentures carrying a right to subscribe to Equity shares or the passing over of dividend is due to be considered at least 7 days in advance.	7 days reduced to 2 working days (only for Rights issue)

 

QIB / QIP related (Chapter XIIIA)
1. Erstwhile "Qualified Institutional Buyers" [QIB]

Hereon "Qualified Institutional Buyers" [QIB], defined in the Definition Section itself of the SEBI (DIP) Guidelines, 2000,

1.2.1 (xxiva) The same Definition has been brought in, with an amendment in sub-clause (d) as to Foreign Institutional Investors (FII):
"a foreign institutional investor and sub-account registered with SEBI, OTHER THAN a sub-account which is a foreign corporate or foreign individual".

 

2. QIP Pricing guidelines amended - pricing to be 2 weeks average high and low OR more [Floor Price], of the closing prices of the related shares quoted on the stock exchange during the TWO WEEKS preceding the 'relevant date'.

 

3. Meaning of 'Relevant Date' amended -  means Date of Board or Committee meeting (previously it was Shareholders Meeting) decided to open the proposed issue.

 

4. Companies which have been listed during the preceding one year pursuant to approved scheme(s) of merger/ demerger/ arrangement they are now allowed to raise funds by QIP route. Such companies are said to have taken into account the listing history of the listed companies with which they have entered into the approved scheme(s) of merger/ demerger/ arrangement.

 

Preferential Allotment (Chapter XIII)
1. In case of preferential allotment to QIB, pricing to be at 2 weeks average for allotment to QIBs, provided that the number of QIB allottees in such preferential allotment does NOT exceed five.

2. Warrants and Shares BOTH will be subject to lock-in period of one year or three years from the date of allotment of such shares.
(No set-off of lock-in period allowed against the period during which Warrants where already locked-in)

 

Debt Securities

The SEBI (Issue and Listing of Debt Securities) Regulations, 2008 were notified on June 6, 2008 and are applicable to public issue of debt securities and listing of debt securities issued through public issue or on private placement basis on a recognised stock exchange. As per regulation 33(1) of these regulations, the
provisions of the SEBI (DIP) Guidelines, in so far as these relate to issue and listing of debt securities, shall stand rescinded on the commencement of these regulations. Consequential amendments have accordingly been made in the SEBI (DIP) Guidelines.

 

Others

1. Filing of offer documents at SEBI Regional Offices, the LIMIT has been increased from 20 Crores to 50 Crores.

 

2. Even, "Offer for sale" and INCLUSION in the "Promoters' Contribution" of those shares which have been acquired pursuant to a restructuring exercise approved by High Court(s), in lieu of business and invested capital which had been in existence for a period of MORE than one year prior to the restructuring exercise.

 

Effect

The amendments made vide this circular shall be applicable as under:
(a) Amendments to clause 1.2.1(xxiva) shall be applicable after the date of this circular to :
(i) all notices for general meeting sent to shareholders for approval of the issue, in case of preferential allotment and QIP; and
(ii) all prospectuses (in case of a fixed price issue) and Red Herring
Prospectuses (in case of a book built issue) filed with the Registrar of Companies or letters of offer filed with Designated Stock Exchange, as the case may be.
(b) Amendments to clauses 13.1.1.1, 13.1.1.2, 13.1.1.3, 13.3.1, 13A.1.1, clause 13A.3.1, and 13A.3.2.2 shall be applicable to all notices for general meeting sent to shareholders for approval of the preferential allotment or QIP, as the case may be; after the date of this circular.
(c) Amendments to clauses 4.6.2, 16.1.1 and 4.14.2(ii) shall be applicable to all draft offer documents filed with SEBI after the date of the circular;
(d) All amendments other than those specified in sub-paras (a) to (c) above shall come into force with immediate effect.

SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008

DOWNLOAD DIP Guidelines amended upto August 28, 2008

Print your Entrepreneurs Memorandum (EM) Number, to get identified as Micro & Small Enterprise

Whether Schedule VI Update of Companies Act is followed in Spirit ?

Apprehensions have been expressed that in the absence of the identification of MSE Supplier on its supply order/ invoices and other documents may leave a scope for the buyer to omit their mention in the annual statement of accounts. The auditors while auditing the annual accounts may not be able to deduct such omissions from the available documents because of non-availability of identification. In terms of the provisions of MSMED Act, 2006, the MSE supplier is defined as under:

“As per Section 2(a)(ii)(n) of the MSMED Act, 2006 the “supplier” means a micro or small enterprise, which has filed a memorandum with the authority referred to in sub-section (1) of section 8. “

So, What Now ?

It is considered advisable that the Micro and Small Enterprises should mention/ get printed on their letter heads, supply order sheets, invoices, bills and other relevant documents, the Entrepreneurs Memorandum (EM) Number {as allotted after filing of the said Memorandum, by the District Industries Centre (DIC) or competent authority, as notified by their respective State Government/ UT administration}, so that there always remains an identification of being a MSE supplier.

 

This may please be brought to the knowledge of all micro and small enterprises, through respective Micro and Small Enterprises Associations in your State/ under your jurisdiction or all other possible means for creating awareness and sensitisation of micro and small enterprises on this issue, under intimation to this office, so that the provisions of Section 22 and Section 23 of the MSMED Act, 2006 are implemented in letter and spirit.

 

MSME No.2(18)/2007-MSME (pol) dated 26-08-2008

 

Understand Micro, Small & Medium Enterprises Act, 2006 here.

No Share Certificate to RBI - Overseas Investment - only Certificate with Form ODI

RBI/2008-09/155 A. P. (DIR Series) Circular No. 14 dated September 05,  2008

 

Old Provision

It has been decided that, henceforth, Share Certificates or any other document which is given as an EVIDENCE of Investment in the foreign entity, to the Indian Party should NOT to be submitted to the Reserve Bank, within six months, or such further period as Reserve Bank may permit, from the date of effecting remittance or the date on which the amount to be capitalised became due to the Indian Party or the date on which the amount due was allowed to be capitalised.

 

New Provision

The share certificates or any other document as evidence of investment where share certificates are not issued shall, henceforth, be submitted to and retained by the designated AD Category – I bank, who would be required to monitor the receipt of such documents and satisfy themselves about the bonafides of the documents so received.

A CERTIFICATE to this effect should be submitted by the designated AD Category – I bank to the Reserve Bank along with the APR (Part III of Form ODI) as annexed to AP (Dir Series) Circular No 68 dated June 1, 2007. 

Paper-wise ICSI Exemption for ICWAI Passed Students and vice versa

Exemptions

Paper-wise Reciprocal Exemption for students of ICSI and ICWAI (Revised Syllabus 2008 ):

Exemption to CS passed candidated in Papers of ICWAI	Exemption to CWA passed candidates in Papers of ICSI
Foundation Course            (4 Papers) - Complete exemption	Foundation Programme (4 Papers) - Complete exemption
Intermediate Course 1. Financial Accounting  (Paper 5) 2. Applied Direct Taxation (Paper 7)	Executive Programme 1. Company Accounts, Cost & Management Accounting (Module I, Paper 2) 2. Tax laws (Module I, Paper 3)
Final Course 3. Financial Management & International Finance      (Paper 12) 4. Indirect & Direct Tax Management ( Paper 14)	Professional Programme 3. Finance Treasury and Forex Management (Module II, Paper 3 ) 4. Advanced Tax Laws & Practice (Module III, Paper 6)

Enjoy Exempting...

Direct Receipt of Import Bills / Documents - limit increased to USD 3 lakhs

RBI/2008-09/149 A. P. (DIR Series) Circular No. 13 dated September 01, 2008

AD Category – I banks may make remittances for imports, where the import bills / documents have been received DIRECTLY by the importer from the overseas supplier AND the VALUE of import bill does not exceed USD 300,000 [erstwhile limit was USD 100,000], subject to the following conditions :

(i) The import would be subject to the prevailing Foreign Trade Policy (FTP).
(ii) The transactions are based on their commercial judgment and they are satisfied about the bonafides of the transactions.
(iii) The importer is a customer of AD Category – I bank and the customer's account is fully compliant with extant Know Your Client - KYC / AML guidelines issued by the Reserve Bank.
(iv) AD Category - I banks should do the due diligence exercise and should be fully satisfied about the financial standing / status and track record of the importer customer.
(v) It is customary in that trade to receive import documents directly from the overseas exporter.
(vi) In case the AD Category – I bank has suspicious about the genuineness of the transaction, it should be reported through the Suspicious Transaction Report (STR) to FIU_IND (Financial Intelligence Unit in India).

SEBI amends Listing Agreement Clauses 16,19,24&41 on 4th September 2008

SEBI today amended equity listing agreement to give effect to the reduction of time period  in case of Rights issue as decided on the previous SEBI Board meeting and also in line with the circular issued on August 28,2008 amending the SEBI (DIP) guidelines and also made certain changes to existing clause 41 (Submission of financial results) based on the decision taken by SEBI's committee on disclosures and Accounting standards and also on the representations received from the various quarters :

Following clauses are amended :Clause 16,19,24 and 41.

1. Clause 16 & 19-:

Notice period regarding Rights Issues: The notice period for intimation of the record date to Stock Exchange (SE) reduced to 7 days in case of Rights issue and the notice period for intimation to SE regarding the Board meeting in which the decision regarding the Rights issue to be taken was reduced to 2 days from 7 days. The reduction in timelines would reduce the market risk faced by an issuer and ensure faster turnaround of money for investors. There are also certain amendments to bring homogeneity in the number of days for notice period and for record date in case of rights issue.

2. Clause 24:

“Fairness Opinion” of independent merchant banker:

To protect the interest of the investor, in case of any scheme of arrangement entered into by the company and to ensure proper valuation is done in those cases , the listed company as well as the unlisted company which are getting merged shall  be required to appoint an independent merchant banker for giving a fairness opinion on the valuation done by Valuers. Further, the “Fairness opinion” of the merchant bankers shall be made available to the shareholders at the time of approving the resolution under Clause 24.

3. Clause 41:

Submission & Publication of Financial Results: In order to bring more efficiency in the disclosures of financial results, it has been decided to modify Clause 41 of the listing agreement. The major modifications are as follows:

a. Time limit for submission of financial results to stock exchanges: A listed entity in addition to submitting quarterly and year to date standalone financial results within one month of end of the quarter may also submit consolidated financial results to the stock exchange within two months from the end of the quarter.

b. Publication of financial results: A listed entity opting to submit consolidated financial results in addition to standalone results to the stock exchanges shall publish consolidated financial results only.

c. Limited review report to be placed before Board of Directors: A listed entity would be required to place the limited review report on un-audited financial results before its board of directors / committee before submission to stock exchanges only if the variation (as defined in present Clause 41) between un-audited financials and financials amended pursuant to limited review for the same period exceeds 10%.

d. Submission of limited review report in case of last quarter: Where the listed entity chooses to submit un-audited financial results for the last quarter (instead of submitting audited financial results for the entire financial year within 3 months of end of financial year), the limited review report shall be submitted for the last quarter also.

4. Applicability:

Changes in Clauses 16, 19, 24 and 41 of the Equity Listing Agreement mentioned above would be applicable with immediate effect. However, with regard to Clause 41, the provisions under sub-clause (VI) item (b) relating to submission and publication of the financial results shall be applicable from the second quarter onwards for the current financial year.

You can access the full text of circular at http://www.sebi.gov.in/circulars/2008/amendmentslisting.pdf

Section 25 Companies as Business Correspondents (BC) to Banks

It has since been decided that banks can engage companies registered under Section 25 of the Companies Act, 1956, as Business Correspondents (BCs) provided that the Section 25 companies are stand-alone entities or Section 25 companies in which NBFCs, banks, telecom companies and other corporate entities or their holding companies do not have equity holdings in excess of 10%.

Further, while engaging Section 25 companies as BCs, banks will have to strictly adhere to the distance criterion of 15 kms. / 5 kms, as applicable, between the place of business of the BC and the branch.

Click here for details.

[FEMA]import of Platinum, Palladium, Rhodium and Silver, Credit <= 90 days

It has been decided that Suppliers’ and Buyers’ credit, including the usance period of Letters of Credit opened for import of Platinum, Palladium, Rhodium and Silver should not exceed 90 days from the date of shipment. The revised directions will come into force with immediate effect.

AD Category – I banks should ensure that due diligence is undertaken and Know-Your-Customer (KYC) norms and Anti-Money Laundering (AML) guidelines, issued by the Reserve Bank are adhered to while undertaking import of these metals. Further, any large or abnormal increase in the volume of business should be closely examined to ensure that the transactions are bonafide and are not intended for interest / currency arbitrage. All other instructions relating to import of these metals shall continue.

RBI/2008-09/147A. P. (DIR Series) Circular No. 12 dated 28th August 2008

Crop Loan - 80% Short Term Prodution & 20% Clean Credit Limit

A new simplified cyclical credit product for financing crop production while also ensuring year round liquidity for farmers, particularly in rain-fed areas of the country.

Simplified cyclical credit product for farmers

Please refer to paragraphs 138 and 139 of the Annual Policy Statement for the year 2008-09

Accordingly, each commercial bank as also RRB may select one rain fed district for introduction, on a pilot basis, of a new product for financing crop production whereby

(a) 80 per cent of the crop loan requirement of individual borrowers may be released through a short term production loan in conformity with the present norms / practices, and

(b) the remaining 20 per cent representing the ‘core component’ (expenses for land preparation, pre-sowing operations etc. besides self labour/ consumption) may be sanctioned as a ‘clean credit limit’ to ensure year round liquidity.

Please find the Notification here.