Violation of ECB provisions mandates RBI approval route, instead of automatic route & SEZ can avail for devlopment now

Attention of Authorized Dealer Category - I (AD Category - I) banks is invited to the A.P. (DIR Series) Circular No. 46 dated January 2, 2009 relating to External Commercial Borrowings (ECB).

On a review, it has been decided to modify some aspects of the ECB policy vide RBI/2008-09/517 A.P. (DIR Series) Circular No.71 dated 30th June 2009 as indicated below:

(i) ECB for Integrated Township
As per the extant policy, corporates, engaged in the development of integrated township, as defined in Press Note 3 (2002 Series) dated January 04, 2002, issued by DIPP, Ministry of Commerce & Industry, Government of India are permitted to avail of ECB, under the Approval route, until June 2009 [which is extended to 31st December 2009], still under RBI approval route.

(ii) ECB for NBFC sector
As per the current ECB norms, Non-Banking Finance Companies (NBFCs), which are exclusively involved in financing of the infrastructure sector, are permitted to avail of ECBs from multilateral / regional financial institutions and Government owned development financial institutions for on-lending to the borrowers in the infrastructure sector under the Approval route, subject, inter-alia, to the condition that the direct lending portfolio of these lenders vis-à-vis their total ECB lending to NBFCs, at any point of time, should not be less than 3:1 [the ratio is dispensed from 1st July 2009], still under RBI approval route.

(iii) ECB for Development of Special Economic Zone
As per the extant guidelines, ECB is permissible for the Infrastructure sector, which is defined as (i) power, (ii) telecommunication, (iii) railways, (iv) road including bridges, (v) sea port and airport, (vi) industrial parks, (vii) urban infrastructure (water supply, sanitation and sewage projects) and (viii) mining, refining and exploration. Further, units in the Special Economic Zone (SEZ) are also permitted to access ECBs for their own requirements. However, ECB is not permissible for the development of SEZ. It has now been decided to allow SEZ developers also to avail of ECB under the Approval route for providing infrastructure facilities, as defined in the ECB policy, within the SEZ. However, ECB shall not be permissible for development of integrated township and commercial real estate within the SEZ.

(iv) Corporates under Investigation
Currently, the ECB policy is not explicit about accessing of ECB by the corporates, which have violated the extant ECB policy and are under investigation by the Reserve Bank and / or Directorate of Enforcement. It is clarified that corporates, which have violated the extant ECB policy and are under investigation by Reserve Bank and / or by Directorate of Enforcement, will not be allowed to access the Automatic route for ECB. Any request by such corporates for ECB will be examined under the Approval route.

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CLB till Tribunal (NCLT) is constituted under Companies Act for LLP’s as per the amendment rules

LLP (Amendment) Rules, 2009 vide S.O. 385 (E) & 386 (E) dated 4th June 2009 with immediate effect.

 

Rule 32 of LLP Rules, 2009 stands as under:

32 (1) The Registrar shall, on conversion of a firm, private company or an unlisted public company into limited liability partnership, issue a Certificate of Registration under his seal in Form 19.

(2) In the event, Registrar has refused the registration, the applicant firm or private company or unlisted public company, as the case may be, may apply to the Tribunal within sixty days from the date of receipt of such intimation of refusal.

LLP (Amendment) Rules, 2009 has inserted a provisio here,

Provided that until the Tribunal (NCLT) is constituted under Companies Act, 1956 the application under this sub-rule may be made to Company Law Board (CLB).

 

The similar provisio is inserted in Schedules II, III & IV to Limited Liability Partnership Act, 2008  under Paragraph 7, 5 & 6 wherever the word “Tribunal” occurs.

 

Understand all LLP updates here.

Convert any form of business into LLP now, provisions notified w.e.f 31st May 2009

Notification of Sections 55 to 58, Second Schedule, Third Schedule and Fourth Schedule (II, III & IV) – LLP Act, 2008

Notification of Rules 32 and 33 and Rules 38 to 40 – LLP Rules, 2009

 

As you are aware of Limited Liability Partnership (LLP) law in India as on 1st April 2009 in India where Conversion into an LLP were not notified.

 

Now, MCA has notified S.O. 1323 (E) & S.O. 1324 (E) dated 22nd May 2009 has notified the following provisions w.e.f 31st May 2009 regarding,

• Conversion of Partnership Firm into LLP
• Conversion of Private Limited Company into LLP
• Conversion of Unlisted Public Limited Company into LLP

Thus e-forms 14, 17 & 19 dealing with such conversion as provided in Limited Liability Partnership Rules, 2009 stand notified.

 

Understand all LLP updates here.

Comply DIP for fully/partly convertible debt, Comply Debt regulations for Non-convertible debentures, SEBI clarifies

Clarification on applicability of SEBI Regulations/ Circulars on Initial and Continuous Disclosures for Convertible and Non-Convertible Debt

SEBI has introduced Simplified Debt Listing Agreement that prescribed
norms for issue of public or privately placed debt securities and listing of such securities on the exchange.

Now it is clarified that, issue and listing of non-convertible debt securities, whether issued to the public or privately placed, is to be done in accordance with the provisions of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008. Issue of debt securities that are convertible, either partially or fully or optionally into listed or unlisted equity shall be guided by the disclosure norms applicable to equity or other instruments offered on conversion in terms of the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 (which is proposed to be replaced by New ICDR regulations, 2009).

Source: SEBI/IMD/BOND/Cir-2/2009 dated June 23, 2009

SEBI proposes Issue of Capital & Disclosure Requirements (ICDR) Regulations, 2009 for DIP guidelines, 2000

Download SEBI (ICDR) Regulations, 2009 effective 26th August 2009.

SEBI has already issued Delisting Regulations replacing Delisting Guidelines and now has proposed to issue SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 replacing the current SEBI (Disclosure & Investor) Protection Guidelines, 2000.

You can expect there will not be (m)any amendments on the current DIP guidelines hereon…as they are proposing to consider DIP guidelines as on 31st May 2009.

 

Download Proposed SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 now.

Yes, now the said Proposal is approved and the new ICDR regulations has come into force with effect from 26th August 2009 regulating the PUBLIC ISSUE of specified securities and convertible securities.

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CS CC papers online for CA CWA final students or with 4 years of experience, by sending it in e-mail to ICSI, only for Company Law of Executive Programme

RESPONSE SHEETS BY E- MAIL

Yes, Company Secretary Institute has recognised Chartered Accountant & Cost Accountant final passed students to submit CC papers online, but for only one subject (Company law), on a PILOT basis.

As the Student Community is well aware, the Institute has always strived to absorb the power of info rmation technology in its day to day activities so that the students are provided with hassle-free and effective services at all times.  In this scenario,  it has been decided to introduce a Pilot Project of E-Response Sheets  wherein  Response Sheets will be accepted from the students through E-Mail as against the conventional method of accepting the same in physical form.  The details are as under : -

 

Eligibility of Students to be covered under Pilot Project	Students of Executive Programme who have either : (i)                  Passed CA/ICWA Final Examinations;   OR (ii)                Having with 4-5 Years of Work Experience
Subject covered under Pilot Project	‘Company Law’ (Code No.224) covered under Module-II of Executive Programme
Process involved	F    Step 1	Click on the link “Students” and then “E-Response Sheets” to download the Word Document containing Question-Cum-Answer Paper.
	F    Step 2	Fill in the Particulars of Student in the Template which is also available in the Word Document.
	F    Step 3	Type the Answers for each Question at the relevant space  in the Word Document.
	F    Step 4	Send the E-Response Sheet to response_cl@icsi.edu
	F    Step 5	While sending the E-Response Sheet by E-Mail, please also attach scanned copy of certificate pertaining to qualification (CA/ICWA) or work experience.

Students fulfilling the eligibility criteria are requested to follow the above steps.  In case of any difficulty,  students may contact Directorate of Information Technology (psdit@icsi.edu) for technical problems and Directorate of Student Services (dss@icsi.edu)  for any other query like eligibility, etc.

Please note that depending upon the success of  the Pilot Project, this facility will be extended to all the remaining subjects/ stages in a phased manner.  The present system of  submitting the response sheets in physical form will not be affected and will continue as usual.

BCom CS Executive & MCom CS Professional programme is possible -IGNOU & ICSI offers this mutli-degrees for Company Secretaries

Have you registered for Company Secretary (CS) Foundation Programme & not doing College, then also register for Bachelor of Commerce with Major in Corporate Affairs and Administration (B.Com CA & A) by paying Rs.4,800/- at the time of admission to get a degree from Indira Gandhi National Open University simultaneously on passing CS Executive Programme (i.e) On passing of the the Foundation Programme and Executive Programme of ICSI, students get exemption in all those courses of B.Com (CA&A).

 

Have you registered for Company Secretary – CS Executive Programme & also a graduate from College or Institute, then also register for Master of Commerce in Business Policy and Corporate Governance (M.Com BP&CG) by paying Rs.6,000/- at the time of admission to get a degree from Indira Gandhi National Open University simultaneously on passing CS Professional Programme (i.e) On passing of Professional Programme of ICSI, students get exemption in all those courses of M.Com (BP & CG).

 

Remember the last date or cut-off dates…

An electronic version of the Prospectus is also available on below mentioned links.  The application form can be downloaded from the links below and the duly filled in form to be submitted to Regional Director Concerned on or before the last date, i.e. 30th June, 2009 and 31st October, 2009 for July 2009 and January 2010 sessions respectively. In such a case, candidates are required to pay an additional amount of Rs.400 by way of separate demand draft drawn in favour of IGNOU payable at city where the admission form is being submitted.  A printed copy of Student Handbook and Prospectus would be sent to such candidates separately.

Where to send the application form?

All your queries are answered from the below mentioned links with details of regional centre nearest to your location.

Student Prospectus and Programme Guide for B.Com (CA & A) and M.Com (BP & CG) Exclusively for ICSI

|| Preamble | Pages A | Pages B | Guidelines and Application Form Online Admission||
Download size: (24 KB | 153 KB | 199 KB | 155 KB || Format : PDF )

Competition law applicability till date,sections w.e.f. 20th May 2009,including anti-competitive agreements & abuse of dominance,excepting combinations & CCI provisions

Competition Act, 2002, as amended by Competition (Amendment) Act, 2007 readwith The Competition Commission of India (Meeting for Transaction of Business) Regulations, 2009, The Competition Commission of India (General) Regulations, 2009 & The Competition Commission of India (Procedure for Engagement of Experts and Professionals) Regulations, 2009 were notified by CCI, including establishment of Competition Appellate Tribunal (CAT) in New Delhi.

Broadly, almost all the provisions of Competition Act are notified EXCEPT provisions regarding Combinations (Mergers, Amalgamations, Acquisitions & Takeovers - MAAT) & provisions before Competition Commission of India (CCI) benches.

Erstwhile, only the following provisions of Competition Act are effective –

	All definitions as contained in section 2
	Establishment of Competition Commission of India, Composition of Commission, Salary and allowances and terms and conditions of members of Commission – sections 7 to 15
	Appointment of Director General – section 16
	Appointment of Secretary, officers and employees of the CCI, Appointment of experts and professionals – section 17
	Commission to regulate its own procedure – section 36
	Competition Advocacy – section 49
	Finance, Accounts and Audit – sections 50 to 53
	Establishment of Competition Appellate Tribunal – section 53A and 53C to 53M
	Powers to Central Government, rule making powers, powers to make regulations etc. – sections 54 to 65

Source: http://www.dateyvs.com

Sections 3, 4, 18, 19, 21, 26, 27, 28, 32, 33, 35, 38, 39, 41, 42, 43, 45, 46, 47, 48, 54, 55 & 56 of Competition Act, 2002 are notified w.e.f 20^th day of May 2009 [Sections of Competition (Amendment) Notified w.e.f 20^th day of May 2009 vide Notification No. S.O. 1242(E) dated 15 May 2009]

Kindly note the following Sections of Competition Act, 2002 as amended by Competition (Amendment) Act, 2007 are notified Sections 3, 10, 13, 15, 16, 19, 20, 21, 25, 26, 28, 31, 33, 34, 35, 36, 38, 39 & 43, 53B, 53N, 53O, 53P, 53Q, 53R, 53S, 53T & 53U w.e.f 20^th day of May 2009 [Sections of Competition Act notified w.e.f 20^th day of May 2009 vide Notification No. S.O. 1241(E) dated 15 May 2009]

Establishment of Competition Appellate Tribunal (CAT) headquartered in New Delhi [Establishment of Competition Appellate Tribunal vide Notification No. S.O. 1240(E) dated 15 May 2009]

On combined reading, to understand the applicability of notified Competition Act till date, you can consolidate as follows:

The following Sections of Competition Act, 2002 were NOT notified,

Section 5, 6, 20, 29, 30 & 31 regarding regarding Combinations (Mergers, Amalgamations, Acquisitions & Takeovers – MAAT)

Sections 22, 23, 24, 25, 34, 37 & 44 regarding Competition Commission of India (CCI) benches, to award compensation, to review its orders, appeal, etc..

The following Sections of Competition (Amendment) Act, 2007 were NOT notified,

Sections 4, 5, 14 & 24 regarding Combinations (MAAT)

Sections 6, 7, 8, 9, 11, 12, 17, 18, 22, 23, 27, 29, 30, 32, 37, 44, 45, 46, 47, 48 & 49 regarding regarding CCI benches, appointment of Director general, secretary, experts, professionals, etc… to CCI,

Sections 40, 41 & 42 regarding funds, accounts & audit of CCI

Section 53A & 53C-M regarding Competition Appellate Tribunal (CAT)

Section 50 regarding repeal of Monopolies Restrictive Trade Practices Act, 1969 (MRTP).

 

To understand Competition Law as on May 2009 in detail, you may click Understand Competition Act, 2002, as amended by Competition (Amendment) Act, 2007 as notified by 2009 Notifications w.e.f. 20th May as to Agreements & Abuse of dominance

CCI Collegium Meetings with 6 regulations transact the business on the basis of information or reference & decided by majority

The Competition Commission of India (Meeting for Transaction of Business) Regulations, 2009 ( No. 3 of 2009) by way of Notification No R-40007/6/ Reg- Meeting/ Noti/ 04- CCI dated 22nd May 2009.

 

As you know, the Competition Commission (CCI) functions in the way of collegium (sitting for meetings) and decisions are based on majority, on receipt of Information [u/r 2(1) (e)] or Reference [u/r 2(1)(h)] unlike MRTPC sittings on applications.

 

Reg 3 - Meetings for transaction of business and their procedure. As per Reg 3, the meetings of the Commission (CCI) shall ordinarily be held at its head office situated in New Delhi Provided that the Commission may also hold meetings at its other offices or at any other place in India, whenever, in the opinion of the Commission, it is expedient to do so.  There is separate procedure for ordinary & special meetings. 

 

The power to regulate procedure & irregularity of procedure is given under Reg 4 & 5.

 

Reg 6 - Removal of difficulty: In the matter of implementation of these regulations, if any doubt or difficulty arises, the same shall be placed before the Commission and the decision of CCI thereon shall be final.

CCI logo in its general regulations 2009 with details about manner of conducting proceedings consisting of 54 regulations

The Competition Commission of India (General) Regulations, 2009;( No. 2 of 2009) by way of Notification No R-40007/6/ Reg- General/ Noti/ 04- CCI dated 22nd May 2009 with immediate effect.  Let us understand the scheme of the said regulations.

 

Competition Commission of India (CCI) unveils its New Seal & Emblem as per Regulation 4 read with the Annexure to this regulation.

Reg 2(1)(g) –> “media” includes newspapers, magazines, periodicals, journals, radio, cinema, television and internet.

 

Reg 2(1)(i) –> “Party” includes a consumer or an enterprise or a person defined in clauses (f), (h) and (l) of section 2 of the Act respectively, or an information provider, or a consumer association or a trade association or the Director General defined in clauses (g) of section 2 of the Act, or the Central Government or any State Government or any statutory authority, as the case may be, and shall include an enterprise against whom any inquiry or proceeding is instituted and shall also include any person permitted to join the proceedings or an intervener.

 

Reg 5 - The language of the Commission shall be English.

 

Reg 47 - Proceedings before Commission not to be open to public.

 

The regulation further provides for determination of holidays, computation of time, contents of information or reference & signing thereof, procedure for filing information or reference by registered post or courier or FAX or in electronic form as and when so desired by the Commission through a public notice,  powers & functions of Secretary to CCI, procedure for scrutiny of information or reference (See Regulation 15 for the time limits), CCI opinion on existence of prima facie case as per Regulation 16 (which may be determined by Preliminary Conference as per Regulation 17), investigation by Director General as per Regulation 20, procedure for inquiry as per Regulation 21, mode of service of notice (Reg 22), manner of filings before CCI (Reg 23), powers of CCI as per Reg 24 to 28. Reg 30 to 32 & Reg 44-45, manner of making submissions or arguments by parties before Commission (Reg 29), reference as per Reg 33 & 34, Confidentiality (with “restriction of publication claimed” in red ink on top of the first page) as per Reg 35,  Compliance of orders & effect of non-compliance, taking evidence, etc… is dealt from Reg 36 to 43, authorizing a representative to appear as per Reg 46, penalties & fees as per Reg 48 to 50.

 

Click here to understand Competition Act - http://thisisvj.googlepages.com/Competition.pdf

CCI to engage CS, CA, CWA, MBA, Lawyer & Economists specialising in Competition law with good academic record for sound packages

The Competition Commission of India (Procedure for Engagement of Experts and Professionals) Regulations, 2009 ( No1 of 2009) through Notification No R-40007/6/ Reg- Expert/ Noti/ 04- CCI dated 15th May 2009 with an immediate effect.  Let us understand the said regulation.

 

Reg 2(1)(e) –> “expert or professional” for the purpose of these regulations means a person of integrity and outstanding ability having special knowledge of, and experience in, economics, law, business or such other discipline related to competition as the Commission deems necessary to assist it in discharge of its functions under the Act.

 

Reg 5(1) - The experts and professionals to be engaged shall be classified on the basis of their qualifications and experience in the respective fields of specialization and/or the eminence in their professions as given in Schedule I, which lists qualifications such as Company Secretaries (with PMQ- Corporate Governance- Details - Brochure), Chartered Accountants with Post qualification course in International Trade Laws & WTO), Cost Accountants, Post Graduate in Economics (with Ph.d), B.L/LL.B (law graduate specailising in IPR, Competition & Trade Laws), MBA or post graduate diploma in business management (specialising in finance), engineering or medical or sciences with excellent academic record.  It aims at inducting professionals with sound knowledge in Mergers, Amalgamations & such other Corporate Restructuring matters.

 

Reg 5(2) - Subject to Reg 5(1) and depending upon the qualification, specialization and experience in respective disciplines, the experts shall be categorized into four levels as given in Schedule II, which is as follows:

 

Category of expert and professional	Preferred experience in years
Level I	UPTO 3 years
Level II	3 – 5 years
Level III	5 – 10 years
Level IV	10 – 15 years
Level V	15 – 30 years

 

Reg 6 - The remuneration to be paid by the Commission to different categories of experts and professionals shall be in accordance with Schedule III, which is as follows,

Level of expert and professional	Lumpsum monthly remuneration
I	Rs. 30,000 with 10% increase on completion of each year
II	Rs. 50,000 with 10% increase on completion of each year
III	Rs. 75,000 with 10% increase on completion of each year
IV	Rs. 1,00,000 with 10% increase on completion of each year
V	Rs. 1,25,000 with 10% increase on completion of each year

 

The experts and professionals shall ordinarily be engaged by the Commission (CCI) on contractual basis (with Confidentiality clause) for 3 months to 5 years as per Regulation 8 by sending offer letters for engagement by giving a time period of atleast 10 days to accept the offer and thereafter letter of engagement shall be issued by giving a time period of atleast 30 days to join.  CCI has the power, in addition to other remedies, to terminate the engagement as per Regulation 9 and may debar the expert from future engagement of the Commission.

 

As per Regulation 11, in the matter of implementation of these regulations, if any doubt or difficulty arises, the same shall be placed before the Commission and the decision of the Commission (CCI) shall be final.

SEBI clarification mandating to submit PAN card copy for registration of transfer of shares of a listed company

SEBI mandates submission of PAN card copy even for registration of physical transfer of share certificates of a listed company.

 

The Securities and Exchange Board of India (SEBI) vide circular ref. no. MRD/DoP/Cir-05/2007 dated April 27, 2007 made PAN the sole identification number for all participants transacting in the securities market, irrespective of the amount of such transaction.

In continuation of the aforesaid circular, it is hereby clarified that for securities market transactions and off-market/ private transactions involving transfer of shares in physical form of listed companies, it shall be mandatory for the transferee(s) to furnish copy of PAN card to the Company/RTAs for registration of such transfer of shares.

 

Source: PAN requirement for transfer of shares in physical form