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

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

Retail investors/reservation to employees limit extended

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

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

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

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

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

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

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

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

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

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

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

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

Make it fully paid or partly paid & not both

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

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

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

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

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

Conditions for Preferential Allotment made more stringent

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

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

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

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

OTM Challenge

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

 

View Point

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

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

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

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 Know about OTM

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

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

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

SEBI takes a re-look on

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

DIRECTIONS UNDER SECTIONS 11(1), 11(4)(b), 11A(1)(b) AND 11B issued under SEBI ACT, 1992 READ WITH REGULATION 107 OF SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS - ICDR) REGULATIONS, 2009 IN THE MATTER OF ISSUANCE OF OPTIONALLY FULLY CONVERTIBLE DEBENTURES (OFCD) BY SAHARA INDIA REAL ESTATE CORPORATION LIMITED (SIREC) AND SAHARA HOUSING INVESTMENT CORPORATION LIMITED (SHICL).  Lets refer SIREC & SHICL as “Company”.

The Company’s point of view

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

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

What did SEBI analyse?

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

What does Companies Act say?

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

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

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

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

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

Whether listing is mandatory for all public issues?

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

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

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

SEBI Order analyses Section 55A & Section 73

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

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

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

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

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

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

http://www.sebi.gov.in//cmorder/SaharaAnnexure.pdf

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

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

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

SEBI’s Order: WTM/KMA/CFD/316/11/2010

Sahara’s Response: RESPONSE

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

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

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

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

Dear Readers,

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

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

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

More details in http://www.facebook.com/pages/OnlyThisMuch/171985196164559

For orders: http://www.a1books.co.in/only-this-much-company-secretary/itemdetail/9380502087/

Its,

http://csbooks.learnlabz.com

 

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

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

New Period of Delay(from 5th December 2010)	Fixed rate of additional fee*	Erstwhile Period of Delay (before 5th December 2010)
UPTO 30 days	2 times of normal filing fee	More than 1 month up to 3 months
More than 30 days and upto 60 days	4 times of normal filing fee	More than 3 months up to 6 months
More than 60 days and upto 90 days	6 times of normal filing fee	More than 6 months up to one year
More than 90 days	9 times of normal filing fee	More than 2 years

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

Form	Period of delay	Rate of Additional Fees*
5	Up to one year	2% of filing fees per month or part thereof of delay
	Exceeding one year	2.5% of filing fees per month or part thereof of delay

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

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

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

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

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

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

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

Details or Registration in  http://elearning.icsi.edu/e-msopAnnouncements.html

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

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

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

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

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

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

• ICSI: http://www.icsi.edu:8888/cbec
• ICAI: http://www.icai.org/post.html?post_id=5737&c_id=219
• ICWAI: http://www.icwai.org/icwai/institute-cbec.asp

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

Enjoy certifyin…

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

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

Brilliant opportunity for Freshers UPTO 27 years

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

APPLY ONLINE
	APPLICATION PRINTOUT REPRINT
	EDIT/UPDATES APPLICATION DETAILS
	Date of Commencement of Application : 12/10/2010 Date of Closure : 31/10/2010 Start Date for Fee deposit : 09/10/2010 Last Date for Fee deposit : 31/10/2010 Last Date for Reprint : 15/11/2010

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

Click here to Apply Online

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

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

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

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

Procedure to upload monthly report on portal is as follows:

a. Log on to SEBI Portal at https://portal.sebi.gov.in. using the Username and Password provided at the time of Registration/ Renewal as a portfolio manager.

b. Select the portfolio manager tab

c. Select the link: PM Monthly Report

d. Fill the data in the format provided

e. Save the data and then Submit.

Download Revised PM Monthly Report

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

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

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

Register for SMS Alerts

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

How to get MCA RSS Feeds in e-mail?

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

Open http://www.feedmyinbox.com/ and then enter http://www.mca.gov.in/Ministry/latestnews/MinistryNews.rss in the box given next to Website or Feed URL (as shown below) and your Email Address in the Next box, follow it by clicking SUBMIT.

• Website or Feed URL
• Your Email Address

 

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

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

Enjoy updating (your knowledge).

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

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

1. www.icsi.edu representing ICSI
2. www.icsi.in for Members & Students of ICSI
3. http://knowledge.icsi.edu, an online e-commerce site for students, members & others which is accessible on payment basis to buy publications of ICSI, recent updates on various laws, etc…  The site plans are detailed hereunder:

Sr. No.	Plan	Special launch offer by the end of September 2010 (Rs.)*	Regular Plan by the end of March 2011 (Rs.)*
1	Student	1500	2000
2	Member in practice	2250	3150
3	Member in employment	2500	3500
4	Other	4500	5500
*Subscription valid for one year from the date of registration. All applicable taxes are extra.

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

Post Your Query

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

38th National Convention of ICSI 2010 @ Kolkata

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

https://docs.google.com/leaf?id=0B-36NqCFw_7NNTRlNThmMzQtYzE2ZC00ZDZmLTkzOWEtOTg0ZWYxODdjNTY4&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NMDkyYTU2ZTgtMDNkMy00ZGY2LWJjMTYtMjllZmYzZGQxYjE1&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NNGI5YmMzYTUtYjc4MC00ZjE0LTkwNDItZmU0YmI2NGE0NGVj&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NMmFhMTdkMmItZTMyYy00ZGU0LTgxYTEtODg4Zjk5OGVmYzUy&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NOTdjNzhkNDktZjI1My00NmY1LTg3NGQtZTJjMzZjZmI5ZDM5&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NMjJjY2RiOTItYzQzZS00MmYxLThkYzItMmNkZjMxNmQ1OTI3&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NN2U5MzM5YTQtMGJiYi00MTQwLWExYTAtYjAxODY4MjFjNWZj&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NYjI0N2UzZjUtNmYxMC00MTYxLWEzODgtNjFiOWUyYmY3OTFh&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NMWNiYzhlZTUtNzExOC00NTNhLThlNWUtMDkxYTVlMmYwNzU4&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NZjU2NWU3OTktNTYxMi00Mjg5LThmOTMtZDIwYTk0MjFkOTUz&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NYmQ3MWZlMDItYTBmZC00ZGU5LWI1ZDctZDMxNDY4YzMzNjM2&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NNzJhYmUxZTgtYmMzZS00OTQ1LWJhNjgtMWM4NGVkZjRiYTVi&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NNjdiZTNiYjEtNmEyNi00NmNkLWI5NTUtYjUyY2M4OGFmOWMx&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NNTg0ODhkODMtYjVmOS00ODUwLWEwMjctOGRhNmQ4YTE2YzNh&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NMDU2OTE3OGEtMzMwZi00NTM5LWI4YTctNmFiNjhjOTFiY2Rj&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NMzE3YmFkNmEtOTE2MC00ZDdiLTlmMjUtNDFhYTU0YTk0NWIz&hl=en https://docs.google.com/leaf?id=0B-36NqCFw_7NZDhhMWQ5OTQtZDAwYS00MmUwLTg1MTgtNTY5ZDRkOGIwOTJh&hl=en https://docs.google.com/present/edit?id=0Ae36NqCFw_7NZGQ2aGJteDJfMTEyZ253bXB2a2I&hl=en

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

Regulatory Framework for Core Investment Companies (CICs)

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

1. Core Investment Company (CIC) means:

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

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

Note: Registered CIC can hold or accept public deposit.

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

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

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

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

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

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

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