Takeover Code acquisition UPTO 5% through Open Market of Buy back, when holding is 55% – 75% - SEBI Clarification

CFD/DCR/TO/Cir-01/2009/06/08 dated 6th August 2009

• Acquisition in excess of 5% in a financial year by persons holding between 15% and 55%
  • UPTO 5% in a financial year could be acquired without an open offer (called creeping acquisition).  Thus, this limit gets renewed every financial year.
• Acquisition in excess of 5% by persons holding between 55% and 75%,
  • UPTO 5% could be acquired (without open offer) only through open market purchase or buy back by company and not through any other mode.  But this is a ONE-time limit till one reaches 5% when holding is between the prescribed limits.
  • Kindly note that, this 75% shall NOT be extended to 90%, irrespective of minimum public shareholding is 25% or 10%
  • Details in http://www.sebi.gov.in//circulars/2009/cfdcir012009.pdf

Applicability of certification under consortium lending & multiple banking arrangements for 5 crores by CS / CA / CWA for banks – RBI circular

All the banks may seek a declaration from their existing borrowers availing sanctioned limits of Rs.5.00 crore and above or wherever, it is in their knowledge that their borrowers are availing credit facilities from other banks, and introduce a system of exchange of information with other banks and obtain regular certification by a professional, preferably a practising Company Secretary or Chartered Accountant or Cost Accountant, regarding compliance of various statutory prescriptions.

Now, the applicability of the Certification for lending is extended.  Thus, it is now made mandatory (applicable) for

• All Scheduled Commercial Banks (excluding RRBs and LABs)

• Select  All-India Term-lending and Refinancing Institutions
  (Exim Bank, NABARD, NHB and SIDBI)

The list of all RBI circulars regarding Lending under Consortium Arrangements/Multiple Banking Arrangements till date:

• DBOD.No.BP.BC.46/08.12.001/2008-09 [the first original circular] dated September 19, 2008 on the above subject along with
• subsequent circulars DBOD.No.BP.BC.94/ 08.12.001/2008-09 [revised formats] dated December 08, 2008 and
• DBOD No. BP. BC. 110 / 08. 12. 001 /2008-09 dated February 10, 2009 [clarification to include CA & CWA with CS] respectively and
• DBS.CO.FrMC.BC.No.8/23.04.001/2008-09 dated June 24, 2009 to exchange information on multilateral basis regarding incidents of fraud, legal actions taken and covert activities / operations of the borrower after the fraud, etc..

• RBI/2009-2010/116 DBOD.No.FID.FIC.2397/01.02.00/2009-10 dated 5th August 2009 by which it is advised that the above guidelines on consortium arrangements/multiple banking arrangements  issued to banks, shall mutatis mutandis apply to the select all-India Financial Institutions (AIFIs) for sharing of  information among the AIFIs and with banks.

Just write 1 CC paper for CS Executive/Professional/Foundation programme, instead of 3 CC papers per subject but to secure 40% marks

Sure, this is a very happy announcement for every student of ICSI!!!  CC papers, headaches (as knowledge is put into head)? agreed, not any more!!! as the requirement is relaxed.  Yes, I know every one is now so excited to read further.  Enjoy writin….

It has been decided to rationalize the criteria for issue of Coaching Completion Certificates (CC) papers vis-à-vis submission of Response Sheets with immediate effect which is as follows [which is even applicable for December 2009 exams].  Keeping in view the above decision, the students are advised to send at least one Response Sheet for each subject to make him/ her eligible for issue of Coaching Completion Certificate. It is further to clarify that he/ she has to secure minimum 40% marks in each subject for issue of Coaching Completion Certificate. [Source]

As every one is aware that one has to submit CC papers on or before August 2009 for being eligible to attend December 2009 CS exam.

Also you are aware of the pilot project of ICSI viz 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

Now, every student of ICSI can submit merely ONE CC PAPER (from 3 of the COMPULSORY test paper given at the end of the ICSI study material) for every subject PROVIDED atleast you secure 40% marks in every subject.

However, students will be at liberty to send maximum response sheets to the Institute and all such response sheets will be evaluated and returned to them for their reference/ guidance.

Enjoy writin…

RBI Guidelines on IDR for issue, transfer & redemption into Equity which shall be made only after 1 year on compliance of FEMA, SEBI & Company Rules

RBI in order to facilitate the eligible companies resident outside India to issue Indian Depository Receipts (IDRs) through a Domestic Depository and to permit persons resident in India and outside India to purchase, possess, transfer and redeem IDRs, it has been decided to operationalise the IDR Rules, notified by the Government of India, as amended from time to time, with immediate effect.  Before further reading, first understand the basics of IDR from [SEBI-IDR]Lets Learn-Indian Depository Receipt-Meaning & Understanding.

The permission has been granted subject to compliance with the Companies (Issue of Depository Receipts) Rules, 2004 and subsequent amendments made thereto and the SEBI (DIP) Guidelines, 2000, as amended from time to time. In case of raising of funds through issuance of IDRs by financial/banking companies having presence in India, either through a branch or subsidiary, the PRIOR approval of the sectoral regulator(s) should be obtained before the issuance of IDRs.

Investment by Persons resident in India / FIIs / NRIs in IDRs
The FEMA Regulations shall not be applicable to persons resident in India as defined under section 2(v) of FEMA, 1999, for investing in IDRs and subsequent transfer arising out of transaction on a recognized Stock Exchange in India. Foreign Institutional Investors (FIIs) including SEBI approved sub-accounts of the FIIs, registered with SEBI and Non-Resident Indians (NRIs) may also invest, purchase, hold and transfer IDRs of eligible companies resident outside India and issued in the Indian capital market, subject to the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 notified vide Notification No. FEMA 20 / 2000-RB dated May 3, 2000, as amended from time to time. Further, NRIs are allowed to invest in the IDRs out of funds held in their NRE / FCNR(B) account, maintained with an Authorised Dealer / Authorised bank.
Fungibility
Automatic fungibility of IDRs is not permitted.
Period of redemption
IDRs shall not be redeemable into underlying equity shares before the expiry of 1 year period from the date of issue of the IDRs.
Procedure for transfer and redemption of IDRs

At the time of redemption / conversion of IDRs into underlying shares, the Indian holders (persons resident in India) of IDRs shall comply with the provisions of the Foreign Exchange Management (Transfer or Issue of Any Foreign Security) Regulations, 2004 notified vide Notification No. FEMA 120 / RB-2004 dated July 7 2004, as amended from time to time. Accordingly, the following guidelines shall be followed, on redemption of IDRs:

1. Listed Indian companies may either sell or continue to hold the underlying shares subject to the terms and conditions as per Regulations 6B and 7 of Notification No. FEMA 120/RB-2004 dated July 7, 2004, as amended from time to time.
2. Indian Mutual Funds, registered with SEBI may either sell or continue to hold the underlying shares subject to the terms and conditions as per Regulation 6C of Notification No. FEMA 120/RB-2004 dated July 7, 2004, as amended from time to time.
3. Other persons resident in India including resident individuals are allowed to hold the underlying shares only for the purpose of sale within a period of 30 days from the date of conversion of the IDRs into underlying shares.
4. The FEMA provisions shall not apply to the holding of the underlying shares, on redemption of IDRs by the FIIs including SEBI approved sub-accounts of the FIIs and NRIs.

Others

The proceeds of the issue of IDRs shall be immediately repatriated outside India by the eligible companies issuing such IDRs. The IDRs issued shall be denominated in Indian Rupees.

Source: RBI/2009-10/106 A.P. (DIR Series) Circular No. 05 dated 22nd July 2009

LLP Press Note on applicability of Income Tax on LLP similar to general Partnership effective 1st April 2010

Taxation of Limited Liability Partnership like General Partnerships effective from 1st April 2010-LLP Press Note 2009

Since the taxation related matters in India are provided under Tax Laws, the taxation of LLPs was not provided in the Limited Liability Partnership (LLP) Act, 2008. The Finance Bill, 2009 has made provisions in this regard, pursuant to which the taxation scheme of LLPs has been proposed to be introduced in the Income Tax Act.  The amendments shall be effective from the 1st day of April 2010 i.e. assessment year 2010-11.  Find details of the notification in http://www.lawlabz.com/blog.html

Source: Press Note No.1/16/2007-CL.V dated 10/07/2009 on Taxation of Limited Liability Partnerships

Thank you all for making 1st year celebrations of Lawlabz & Learnlabz wonderful, thanks again for all the well wishes...

Yes Gurus, Professionals, Well wishers, Friends… A sincere thanks to every one of you who has helped us to make the 1st year celebration of Lawlabz, Learnlabz and OnlyThisMuch a grand one either in person or by proxy (wishes).

Further, we would like to place special thanks to our Parents who graced this occasion and LawLabz clients, LearnLabz Gurus and Company Secretary students.

It was indeed a very big experience to pass through an year with all your support and expecting your well wishes as ever. We would love to produce our best solutions to Xperiment, Xcel!!!

For those, who are impracticable to be physically present, do relish this:

http://www.lawlabz.com Photos Link

Thanks again by ANS Vijay & Team

GDR holder is not a member until transfer or redemption, neither Overseas Depository Bank is a nominee or beneficial owner – MCA clarification

Ministry of Corporate Affairs (MCA) vide its General Circular No. 1/2009 [No.17/67/2009 CL-V] dated 16th June 2009 has clarified that a Global Depository Receipt (GDR) holder is NOT a member as,

• Under Section 41(1) & 41(2) of Companies Act, 1956, a GDR holders name is neither entered as Subscriber to Memorandum (MoA) nor in Register of Members (RoM)
• Under Section 41(3) of Companies Act, 1956, a Overseas Depository Bank under GDR is neither a Depository (as per Depositories Act, 1996) nor holds share as a Beneficial Owner (BO).

Thus, holder of GDR may become a Member only on Transfer or Redemption into Underlying Equity Shares.  Though the underlying shares on transfer/redemption is allotted to Overseas Depository Bank, it canNOT be considered as Nominee of GDR holder for the purpose of Section 41 & 42 of Companies Act, 1956

No Delivery Period for all corporate actions of demat securities, SEBI amends

SEBI vide circular no. SEBI/CFD/DIL/LA/1/2009/24/04 dated April 24, 2009 has reduced the notice period from companies to stock exchanges to atleast 7 working days for all types of corporate actions.

It is decided to do away with ‘no-delivery period’ for all types of corporate actions in respect of the scrips which are traded in the compulsory dematerialised mode and accordingly, short deliveries, if any, of the shares traded on cum-basis may be directly closed out.

In case of such direct close-out, the mark-up price would be as stated in SEBI circular no. SMD/POLICY/Cir-08/2002 dated April 16, 2002.

Source: Abolition of no-delivery period for all types of corporate actions vide MRD/DoP/SE/Cir-07/2009 dated July 21, 2009

New Clause 28A in equity listing agreement restricting shares with superior rights to voting/dividend

Yes,

The following clause is inserted under Equity Listing Agreement,

“28A. The company agrees that it shall not issue shares in any manner which may confer on any person, superior rights as to voting or dividend vis-à-vis the rights on equity shares that are already listed. "

 

Thus, now Joint Ventures (JV) and Foreign Collaboration agreements with listed company shall observe cautions!!!

 

Source: Amendments to the Equity Listing Agreement

SEBI/CFD/DIL/LA/2/2009/21/7 dated July 21, 2009

[Labz] 1st Anniversary Celebrations, expecting your presence!!!

Yes YOU,

 

Many a thanks for your tremendous support and overwhelming response to LawLabz & LearnLabz as a Corporate & Secretarial Service Provider, Professional Educational Institute & OnlyThisMuch books.

 

I know you will treat this as my personal invite and grace our FIRST anniversary celebrations at LawLabz Consultancy (P) Ltd @ 128, Veeraperumal Koil Street, Mylapore, Chennai.  Any assistance, am at your service from +91 93829 35598.  PFA the Invitation.

 

Its YOUR presence which can satisfy our hearts and make the function grand!

 

Expecting YOU @ Labz.

 

Thanks once again...
--
A.N.S. VIJAY
Trezrrr...Every Pulsss...
http://yehseeyes.blogspot.com
 http://www.lawlabz.com

LawLabz celebrates its 1st Anniversary Celebrations, expecting your earnest presence!!!

LAW LABZ Consultancy Private Limited

360^O CORPORATE & SECRETARIAL SOLUTIONS

Invites YOU for its

1^ST ANNIVERSARY CELEBRATIONS

 

 

We invite ALL our Gurus, Well wishers, Guides, fellow Professionals, Students for our 1st Anniversary Celebrations,

 

VENUE: Law Labz, 128 Veeraperumal Koil Street, Mylapore, Chennai. M:9382935598

DATE: 26^th day of July 2009 (Sunday)

TIME: 0530 TO 0730 PM

 

We take this opportunity to thank our guiding Professionals and all our clients for having trust and faith in us and providing us with such wonderful opportunities to not only undertake Due Diligences, Incorporations, opinions on FEMA, Company Law, Securities laws, trust formation etc… but also make us a part of their families and corporates.  We would like to thank Mr.M.R.Venkatesh and Mrs.Shanthi for being our core strength and such amazing mentors.

 

We are obliged to extend our thanks to Learn Labz faculties & Company Secretary students for 3 Successful regular batches, 4 Successful weekend Crash batches & proving a record result of over 60% marks in every subject. We would like to thank Mr.Giridharan, Mr.Bhaskar and Mr.Sai Sunder for their involvement & dedication and they are sole reasons for LearnLabz to be successful.

 

We would like to thank you for your resounding response for our in-house book, the 2^nd edition "ONLY THIS MUCH" for CS Executive Programme on Company, Economic & Labour laws and Securities Law, by helping us to achieve a sale of 500 copies within 2 months of hitting bookstores.  We thank you once again for the advanced orders received for CS Professional Programme book, which is Coming Soon!!!

 

Believe us, its mere paucity of time and space to make this invitation short at such a shorter notice.  You are always in our minds.  We believe you will treat this as a personal invitation and grace this wonderful occasion to boost us to grow together reaching the heights of quality & professionalism by giving 360^O solutions to Xperiment, Xcel!!!

 

                                                                                                                       A.N.S Vijay                Company Secretary

 

One day Anchor investors for 30 day lock in, include convertible instruments period for offer for sale & listing in stock exchanges with nation wide terminals - SEBI DIP amended

Source: http://www.sebi.gov.in//circulars/2009/cfdcir362009.pdf

Compulsory listing of IPO on at least one stock exchange with nationwide trading terminals

It has been decided to amend clause 2.1.4 of the SEBI (DIP) Guidelines to provide that an unlisted company making an IPO shall list the securities being issued through the IPO on at least one stock exchange having nationwide trading terminals.

Convertible Equity shares considered eligible for offer for sale

A shareholder can make an offer for sale of the equity shares if such equity shares have been held for a period of at least one year as on the date of filing the draft offer document with SEBI.  It has been decided to amend clause 4.14.2 of the SEBI (DIP) Guidelines to provide that in case equity shares which are received on conversion of fully paid compulsorily convertible securities, including depository receipts, are being offered for sale, the holding period of such convertible securities as well as that of resultant equity shares together shall be considered for the purpose of calculation of the eligibility period.

Introduction of concept of Anchor Investor in public issues through book building route

In clause 11.3.5 after sub-clause (iia), the following sub clause (iib) shall be inserted :-

Out of the portion available for allocation to Qualified Institutional Buyers (QIB) under sub-clause (i) or (ii) or any proviso thereof, as the case may be, UPTO 30% may be allocated to Anchor Investors subject to the following:
a) Anchor Investors shall necessarily be Qualified Institutional Buyers (QIB) as defined in these guidelines.
b) The minimum application size by an Anchor Investor shall be Rs.10 crores.
c) One-third (1/3rd) of the Anchor Investor portion shall be reserved for domestic mutual funds (MF).
d) The bidding for Anchor Investors shall open one day before the issue opens and shall be completed on the SAME day.
e) Allocation to Anchor Investors shall be on a discretionary basis subject to minimum number of 2 investors for allocation of upto Rs.250 crores and 5 investors for allocation of more than Rs.250 crores.
f) The number of shares allocated to Anchor Investors and the price at which the allocation is made, shall be made available in public domain by the merchant banker before opening of the issue.
g) Anchor Investors shall pay a margin of at least 25% on application with the balance to be paid within 2 days of the date of closure of the issue.

h) If the price fixed for the public issue through book building process is higher than the price at which the allocation is made to Anchor Investors, the additional amount shall be paid by the Anchor Investors. However, if the price fixed for public issue is lower than the price at which the allocation is made to Anchor Investors, difference shall not be payable to the Anchor Investors.
i) There shall be a lock-in of 30 days on the shares allotted to the Anchor Investors from the date of allotment in the public issue.
j) No person related to the book running lead managers/ promoters/promoter group in the concerned public issue or the book running lead managers to the concerned public issue can apply under Anchor Investor category.
k) The parameters for selection of Anchor Investors shall be clearly identified by the merchant banker and shall be available as part of records of the merchant banker for inspection by SEBI.
l) The applications made by Qualified Institutional Buyers under Anchor Investor category and under Non Anchor Investor category may not be considered as multiple applications.

Click here for the Applicability of the Guidelines

Download the amended SEBI DIP Guidelines, 2000 as on date