as amended SCRA enables, SEBI (Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008 from 26 may 2008

The amendment to Securities Contracts (Regulation) Act, 1956 (SCRA) enabled SEBI to provide for disclosure based regulation for public issue of or listing of securitized debt instruments on the recognized stock exchanges with  a view to develop market for securitized debt instruments. Accordingly, SEBI has notified SEBI (Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008 on May 26, 2008 taking into account the market needs, cost of the transactions, competition policy, the professional expertise of credit rating agencies, disclosures and obligations of the parties involved in the transaction and the interest of investors in such instruments. Salient features of the regulations are as follows : -



(a)The special purpose distinct entity i.e. issuer shall be in the form of a trust, the trustees thereof will require registration from SEBI. The registration granted to a trustee shall be permanent subject to compliance with the provisions with the SCRR and the regulations and payment of appropriate fees.

(b) If a debenture trustee registered with SEBI or a securitization company or a asset reconstruction company registered with Reserve Bank of India or National Housing Bank or the NABARD is the trustee of the issuer no registration from SEBI to act as such shall be required.

(c)  The securitized debt instruments issued to public or listed on recognized stock exchange shall acknowledge the beneficial interest of the investors in underlying debt or receivables assigned to the issuer. The regulations provide flexibility in terms of pay through / pass through structures and do not restrict any particular mode.

(d) The assignment of assets to the issuer shall be a true sale. The debt or receivables assigned to the issuer should be expected to generate identifiable cash flows for the purpose of servicing the instrument and the originator should have valid enforceable interests in the assets and in cash flow of assets prior to securitization.

(e) The issuer shall be a bankruptcy remote from the originator. Originator shall be an independent entity from the issuer and its trustees and the originator and its associates shall not exercise any control over the issuer. However, the originator may be appointed as a servicer. The issuer may appoint any other person as servicer in respect of any its schemes to co-ordinate with the obligors, manage the said pool and collection therefrom, administer the cash flows of asset pool, distribution to investors and reinvestments. The issuer shall not acquire any debt or receivables from any originator who is part of the same group or which is under the same management as the trustee.  Regulations require strict segregation of assets of each scheme.

(f).  The issuer may offer securitised debt instruments to public for subscription through an offer document containing disclosures of all relevant material facts including financials of the issuer, originator, quality of the asset pool, disclosure of various kinds of risks, credit ratings including unaccepted ratings, arrangements made for credit enhancement, liquidity facilities availed, underwriting of the issue etc. apart from the routine disclosures relating to issue, offer period, application, etc.

(g)Rating from atleast two credit rating agencies is mandatory and all ratings including unaccepted ratings shall be disclosed in the offer documents. The rating rationale should include reference to the quality of the said pool and strengthen of cash flows, originator profile, payment structure, risks and concerns for investors, etc.

(h) The instrument shall be in dematerialized form.

(i)The draft offer document shall be filed with SEBI atleast 15 days before opening of the issue.

(j)   In case of public issuances listing will be mandatory. The instruments issued on private placement basis may also be listed subject to the compliance of simplified provisions of the regulations. The securitised debt instruments issued to the public or listed on a recognized stock exchange in accordance with these regulations shall be freely transferable.

(k). It has been proposed to introduce simplified and relaxed listing agreement. Listing of private placement is also permitted subject to the compliance of simplified provisions of the listing agreement and the regulations. The simplified listing agreement is under preparation.

Please find attached the full text of the SEBI (Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008 <http://www.sebi.gov.in/acts/sdireg.pdf> .

Source: PR No.124/2008 dated 19th June 2008

Thanks & Regards

Alagar
Investment Banking
Karvy Investor Services Limited
Chennai
Moble: 919884731993/ 919790906827
 

SEBI (Intermediaries) Regulations, 2008 from 26th May 2008 & repealed SEBI (Criteria for Fit and Proper Persons) Regulations, 2004 and SEBI (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002

SEBI has undertaken redrafting project to consolidate the common requirements which apply to all intermediaries in so far as the common requirements are concerned. Given the fact that many requirements and obligations of most intermediaries are common, SEBI has notified SEBI (Intermediaries) Regulations, 2008 on May 26, 2008. The salient features of the Regulations are as under : -

(a) The Regulations put in place a comprehensive regulation which will apply to all intermediaries. The common requirements such as grant of registration, general obligations, common code of conduct, common procedure for action in case of default and miscellaneous provisions have been provided in the approved Intermediaries Regulations.

(b) The registration process has been simplified. An applicant may file application in the prescribed format alongwith additional information as required under the relevant regulations along with the requisite fees. The existing intermediaries may, within the prescribed time, file the disclosure in the specified Form. The disclosures shall be made public by uploading the information on the website specified by SEBI. The information of commercial confidence and private information furnished to SEBI shall be treated confidential.  In the event intermediary wishes to operate in a capacity as an intermediary in a new category, such person may only file the additional shortened forms disclosing the specific requirements of the new category as per the relevant regulations.

(c)  The Fit and Proper criteria have been modified to make it principle based. The common code of conduct has been specified at one place.

(d).The registration granted to intermediaries has been made permanent subject to the compliance of the SEBI Act, regulations, updation of relevant disclosures and payment of fees.

(e).Procedure for action in case of default and manner of suspension or cancellation of certificate has been simplified to shorten the time usually faced by the parties without compromising with the right of reasonable opportunity to be heard. Surrender of certificate has been enabled without going through lengthy procedures.

(f). While common requirements will be governed by the new Regulations, the intermediaries specific requirements will continue to be as per the relevant regulations applicable to individual intermediaries. The relevant regulations will be amended to provide for the specific requirements. The SEBI (Intermediaries) Regulations, 2008 shall come into force in relation to different classes of intermediaries on the date notified by SEBI.

(g).SEBI (Criteria for Fit and Proper Persons) Regulations, 2004 and SEBI (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002 have been repealed with effect from May 26, 2008.  The Fit and Proper Person criteria and the procedure as specified in the new Regulations for action in case of default shall apply with effect from               May 26, 2008.
 

The full text of the SEBI (Intermediaries) Regulations, 2008 is available on the SEBI website: www.sebi.gov.in


Source: PR No.125/2008 dated 19th June 2008

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Thanks & Regards

Alagar
Investment Banking
Karvy Investor Services Limited
Chennai
Moble: 919884731993/ 919790906827
 

SEBI simplifies (Issuance and Listing of Debt Securities) Regulations, 2008

SEBI (Issue & Listing of Debt Securities) Regulations, 2008

 

In order to facilitate development of a vibrant primary market for corporate bonds in India, Securities and Exchange Board of India (SEBI) has notified Regulations for Issue and Listing of Debt Securities to provide for simplified regulatory framework for issuance and listing of non-convertible debt securities (excluding bonds issued by Governments) issued by any company, public sector undertaking or statutory corporations.  The Regulations  will not apply to  issue and listing of, securitized debt instruments  and  security receipts for which separate regulatory regime is in place.

The Regulations provide for rationalized disclosure requirements for public issues and flexibility to issuers to structure their instruments and decide on the mode of offering, without diluting the areas of regulatory concern. In case of public issues, while the disclosures specified under Schedule II of the Companies Act, 1956 shall be made, the Regulations require additional disclosures about the issuer and the instrument such as nature of instruments, rating rationale, face value, issue size, etc.

While the requirement of filing of draft offer documents with SEBI for observations has been done away with, emphasis has been placed on due diligence, adequate disclosures, and credit rating as the cornerstones of transparency. Regulations prescribe certifications to be filed by merchant bankers in this regard. The Regulations emphasize on the role and obligations of the debenture trustees, execution of trust deed, creation of security and creation of debenture redemption reserve in terms of the Companies Act.

The Regulations enable electronic disclosures. The draft offer document needs to be filed with the designated stock exchange through a SEBI registered merchant banker who shall be responsible for due diligence exercise in the issue process and the draft offer document shall be  placed on the websites of the stock exchanges for a period of seven working days inviting comments. The documents shall be downloadable in PDF or HTML formats. The requirements for advertisements have also been simplified.

While listing of securities issued to the public is mandatory, the issuers may also list their debt securities issued on private placement basis subject to compliance of simplified regulatory requirements as provided in the Regulations. The Regulations provide an enabling framework for listing of debt securities issued on a private placement basis, even in cases where the equity of the issuer is not listed. NBFCs and PFIs are exempted from mandatory listing. However, they may list their privately placed debt securities subject to compliance with the simplified requirements and Listing Agreement. A rationalized listing agreement for debt securities is under preparation.

Please find attached the full text of the SEBI (Issue and Listing of Debt Securities) Regulations <http://www.sebi.gov.in/acts/debtregu.pdf> .

Source: PR No.123/2008 dated 19th June 2008
 

Thanks & Regards

Alagar
Investment Banking
Karvy Investor Services Limited
Chennai
Moble: 919884731993/ 919790906827
 

Section 45-IA, 45K and 45L of the RBI Act –Deposit Taking NBFC- Grant of Certificate of Registration – Requirement of minimum Net Owned Fund of Rs. 200 lakh for all deposit taking NBFCs

To

All deposit taking NBFCs

 

RBI/2007-08/369 DNBS (PD) C.C. No. 114 /03. 02.059/2007-08, 17th June 2008

(a) As a first step, NBFCs having minimum NOF of less than Rs. 200 lakh may freeze their deposits at the level currently held by them.

(b) Further, Asset Finance Companies (AFC) having minimum investment grade credit rating and CRAR of 12% may bring down public deposits to a level that is 1.5 times their NOF while all other companies may bring down their public deposits to a level equal to their NOF by March 31, 2009.(As per Annex).

(c) Those companies which are presently eligible to accept public deposits upto a certain level, but have, for any reason, not accepted deposits upto that level will be permitted to accept public deposits upto the revised  ceiling prescribed  above.

(d) Companies on attaining the NOF of Rs.200 lakh may submit statutory auditor's certificate certifying its NOF. 

(e) The NBFCs failing to achieve the prescribed ceiling within the stipulated time period, may apply to the Reserve Bank for appropriate dispensation in this regard which may be considered on case to case basis.

THE ICSI 6th ALL INDIA NATIONAL MOOT COURT COMPETITION 2008 - RELIVE Co.LTD case

Yes, r u ready to answer these questions..........

 

1.      RELIVE Co.LTD countered the petition on the following grounds, among others:

(1)   RELIVE was under no obligation to pay the alleged debt, if any, as all obligations pertaining to the said contract had been transferred to RELAY Co. LTD by virtue of the demerger.

(2)   Further, the alleged debt was one in respect of which, a bonafide dispute had been raised by RELIVE CO.LTD.

(3)   The machinery of winding up was being used by PL. to coerce the company into making payment of the alleged debt, which RELIVE is under no obligation to pay.

2.      PL.'s contentions, among others, were as follows:

(1)   By terminating the contract, RELIVE had confirmed that it was the relevant party to the contract and therefore, all remedies for PL. lay against RELIVE.

(2)   There was no bonafide dispute, as the liability remained undisputed till the date of demand under Section 434(1) (a). This dispute was merely raised for the purpose of covering up the Company's inability to meet its payment obligations.

(3)   The Company was unreasonably refusing to pay the debt without just cause and with malafide intentions and therefore, the Court could order winding up in such instances.

Yes,

 

Its ICSI Moot Court 2008, the case, which covers Clauses in the Agreement, Demerger, Winding Up, HR issues & lot more.

 

CS friends, believe me, just participation itself can bring a lot of positive change in you.  I assure, you can find a new you in you.

 

So, stop thinking, start reading http://www.icsi.edu/WebModules/LinksOfWeeks/Moot%20Court%20Competn-2008-Case.doc

 

All you have to do is, be thorough with every letter in 13 points of the case.

 

Just remmember, The eloquent man is he who is no eloquent speaker, but who is inwardly drunk with a certain belief.

 

So, read the case as many times as possible.

 

You have to make Submissions from both sides, I mean as a petitioner & as a defendant.  You have make ready all the Court documents with Blue (for petitioners) & Red (for Defendants) and you should know the Court Etiquettes, like My Lord....Do check out http://www.icsi.edu/WebModules/LinksOfWeeks/Moot%20Court%20Competn-2008-Rules.doc

 

Don't say, you don't know, just get to know.  Exams got over, do some brainstorming sessions now, I believe, its the right time for all this.  If you qualify a single round, you can go to the next round to different places, ALL @ Institue's expense.  You can meet so many professional frens, get to know their ideas & learn...........

 

Come on, lets see......how many here, really have the guts to learn.

 

For further details, http://www.icsi.edu/WebModules/LinksOfWeeks/mootcourt2008.htm

 

Keep mootin....

Foreign Direct Investment Policy

Consolidated policy on Foreign Direct Investment.   DIPP issued a Press Note  (7/2008) dated 16th June 2008 detailing the summary of the FDI policy and regulations applicable in various sectors and activities after incorporating the policy changes up to 31-3-2008 .The press note gives details of sectors in whcih FDI is prohibited and sector specific FDI cap , entry route and other conditions .The said press note can be accessed at http://siadipp.nic.in/policy/changes/pn7_2008.pdf.

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RBI Draft Master Circular for public comments

The Reserve Bank has today placed the draft master circular on Foreign Investments in India on its website for public comments. The feedback may be sent to the Chief General Manager-in-Charge, Foreign Exchange Department, Foreign Investment Division, Reserve Bank of India, 11th Floor, Shahid Bhagat Singh Road, Mumbai – 400 001 on or before June 20,2008. The feedback can also be sent by fax to 022-22610623/30 or can be e-mailed.   The Master Circular has been updated taking into account all the Notifications and Circulars issued till date. This Master Circular also covers (i) Acquisition of immovable property;(ii) Establishment of Branch/Liaison Office in India; and (iii) Investment in capital of partnership firms or proprietary concern.   The said circular can be viewed at http://rbidocs.rbi.org.in/rdocs/content/pdfs/85015.pdf..

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RBI - Mobile Payments in India - Operative Guidelines for Banks

Dear All,

With the rapid growth in the number of mobile phone subscribers in India banks have been exploring the feasibility of using mobile phones as an alternative channel of delivery of banking services. A few banks have started offering information based services like balance enquiry, stop payment instruction of cheques, record of last five transactions, location of nearest ATM/branch etc. Acceptance of transfer of funds instruction for credit to beneficiaries of same/or another bank in favour of pre-registered beneficiaries have also commenced in a few banks. Considering that the technology is relatively new and due care needs to be taken on security of financial transactions, the Reserve Bank of India has felt the need for a set of operating guidelines that can be adopted by banks.

Accordingly the Reserve Bank has prepared a 'Draft Operating Guidelines for Mobile Payments in India', in consultation with banks and a few industry bodies. The draft guidlines are placed on the website for public comments. Comments can be sent latest by June 30, 2008 to the Chief General Manager, Reserve Bank of India, Department of Payment and Settlement Systems, Central Office, 14th floor, Central Office Building, S.B.S. Marg, Mumbai 400001 or faxed to 022-22659566. Comments can also be e-mailed.

You can access draft guideline for your perusal and comment

Source: Press Release : 2007-2008/1589 dated 12th June 2008.

Thanks & Regards

--
Alagar
Investment Banking
Karvy Investor Services Limited
Chennai
Tel: 044-28151034/3445/3658
Moble: 919884731993/ 919790906827
e-mail: alagar.muthu@karvy.com


--
Vj
Trezrrr every pulsss
http://yehseeyes.blogspot.com/

STANDING COMMITTEE ON COMMERCE INVITES SUGGESTIONS OF PUBLIC ON ‘FOREIGN AND DOMESTIC INVESTMENT IN RETAIL SECTOR’

STANDING COMMITTEE ON COMMERCE INVITES SUGGESTIONS OF PUBLIC ON 'FOREIGN AND DOMESTIC INVESTMENT IN RETAIL SECTOR'

          The Committee has already heard some oral evidence and has also undertaken on-the-spot study visits to some places.  Nevertheless, the Committee would like to receive inputs from a wider cross section of stakeholders and the public at large. 

            The Department Related Parliamentary Standing Committee on Commerce, headed by Dr. Murli Manohar Joshi, M.P., is examining the subject of "Foreign and Domestic Investment in Retail Sector". 

            Those desirous of submitting their views and suggestions to the Committee may send their written memoranda (either in English or Hindi) on the above subject to Shri Surinder Kumar Watts, Director, Rajya Sabha Secretariat, 240, Second Floor, Parliament House Annexe, New Delhi-110001 (Tel: 23034240 and Fax: 23013158) or e-mail at watts@sansad.nic.in within thirty days from the date of publication of this Press Release.  Those desirous of being heard in person may indicate their willingness in their written suggestions/ views. 

            The memorandum submitted to the Committee would form part of the records of the Committee and would be treated as confidential and would not be circulated or disclosed to anyone, violation of which would constitute a breach of privilege of the Committee.

Consultative paper on amendments to SEBI (Prohibition of Insider Trading) Regulations, 1992

Dear All,

 

Consultative paper on amendments to SEBI (Prohibition of Insider Trading) Regulations, 1992

 

Objective of proposed Amendment in SEBI Insider Trading Regulations.  Click the link above.

 

To harmonize requirements of acquisition/sale of shares reported under the SEBI (Prohibition of Insider Trading) Regulations, 1992 and the requirements of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 it was proposed that transaction disclosures made under either regulation (with the same or higher level of disclosure) should be deemed to be good disclosure under the other. It was also proposed to increase the harmonization between the two in terms of threshold limits set.

 

Reduce disclosure time limit under Regulation 13 from total 9 days to 2 days in order to prompt dissemination of price sensitive information and to make it in line with SEBI Takeover regulations.

 

You can send your comment by e-mail upto 26th June, 2008 to jyotis@sebi.gov.in and sunilk@sebi.gov.in

 

Also please find attached Consultative paper for your detailed reference.

 

Thanks & Regards

 Alagar
Investment Banking
Karvy Investor Services Limited
Chennai
Tel: 044-28151034/3445/3658
Moble: 919884731993/ 919790906827
e-mail: alagar.muthu@karvy.com

[FEMA]Export of Goods and Services - Payments of Claims by Insurance Companies-Write off & deleting export bills from XOS statement

RBI/2007-08/353 A.P. (DIR Series) Circular No. 49 dated 3rd June 2008

Dear All,

 

As per A. P. (DIR Series) Circular No.22 dated September 24, 2003, AD banks were permitted to write off the export bills and delete them from the XOS statement in respect of outstanding export bills where claims were settled by ECGC.

 

Reserve Bank has received representations from Exporters / Trade bodies for extending the 'write off' facility applicable to the claims settled by all insurance companies which are registered with Insurance Regulatory and Development Authority (IRDA). In view of the representations received and in order to liberalise further the procedures, it has been announced in the Annual Policy Statement for the Year 2008-09 (para 133), to permit AD Category – I banks to write off, in addition to the claims settled by ECGC, the outstanding export bills settled by other insurance companies which are regulated by IRDA.

 

Accordingly, AD Category – I banks shall henceforth, on an application received from the exporter, supported by a documentary evidence from ECGC / insurance companies registered with IRDA, confirming that the claim in respect of the outstanding export bills has been settled and that the export incentives, if any, have been surrendered, write-off the relative export bills and delete them from the XOS statement. Such write-off will not be restricted to the limit of 10 per cent indicated in paragraph C 18(b) of the A. P. (DIR Series) Circular No.12 dated September 9, 2000.

 

It is clarified that the claims settled in Rupees by ECGC / insurance companies should not be construed as export realisation in foreign exchange and claim amount should not be allowed to be credited to Exchange Earners' Foreign Currency Account (EEFC) maintained in terms of Regulation 4 of FEMA Notification No.FEMA 10/2000-RB dated May 3, 2000.

 

Thanks & Regards

--
Alagar
Investment Banking
Karvy Investor Services Limited
Chennai
Tel: 044-28151034/3445/3658
Moble: 919884731993/ 919790906827
e-mail: alagar.muthu@karvy.com

[FEMA]Overseas Investments - Liberalisation / Rationalisation, Energy & Natural Resource >400%(Networth) - PRBI; Unincorporated Oil Entities by Navratnas,OVL&OIL - Automatic Route & FormODI;for other Indian Entities >400%(Networth) - PRBI&FormODI; FT

Dear All,

  

The RBI has made the following changes in Foreign Exchange Management (Transfer or issue of any foreign security) Regulations, 2001 vide A. P. (DIR Series) Circular No. 48 dated 3^rd June 2008.

Overseas Investment in Energy and Natural Resources Sectors

As you aware of that in terms of A. P. (Dir Series) Circular No. 11 dated September 26, 2007, an Indian Party is allowed to make direct investment in Joint Ventures and / or Wholly Owned Subsidiaries outside India up to 400 per cent of the net worth as on the date of the last audited balance sheet, under the Automatic Route. With a view to provide greater flexibility to Indian parties for investment abroad, it has been decided, in consultation with the Government of India, to allow Indian companies to invest in excess of 400 per cent of their net worth, as on the date of the last audited balance sheet, in the energy and natural resources sectors such as oil, gas, coal and mineral ores. The investments in excess of 400 per cent of the net worth shall be made only with the prior approval of the Reserve Bank.

Investment in Overseas Unincorporated Entities in Oil Sector

As you aware of that In terms of A. P. (DIR Series) Circular No. 59 dated May 18, 2007, Navaratna Public Sector Undertakings (PSUs) are allowed to invest in overseas unincorporated entities in oil sector (i.e. for exploration and drilling for oil and natural gas, etc.), which are duly approved by the Government of India, without any limits, under the automatic route. This facility is now extended to ONGC Videsh Ltd (OVL) and Oil India Ltd (OIL).

With a view to further liberalise the procedure, it has now been decided, in consultation with the Government of India, to allow a similar facility to other Indian entities (it means including private corporate) to invest in overseas unincorporated entities in oil sector. AD Category – I banks may allow remittance up to 400 per cent of the net worth of the Indian company after ensuring that the proposal has been approved by the competent authority and is duly supported by a certified copy of the Board Resolution approving such investment. Applications by Indian companies, other than by Navaratna PSUs, ONGC Videsh Ltd (OVL) and Oil India Ltd (OIL), for investment in excess of 400 per cent of the net worth of the company as on the date of the last audited balance sheet, in overseas unincorporated entities, where such investments are approved by the Competent authority, should be referred by AD Category - I banks to the Reserve Bank for prior approval, as per the procedure laid down in A. P. (DIR Series) Circular No. 68 dated June 1, 2007.

All investments in unincorporated entities overseas would be required to comply with the reporting requirements as prescribed in Regulation 15 (iii) of Notification No. FEMA 120/RB-2004 dated July 7, 2004 [Foreign Exchange Management (Transfer or Issue of any Foreign Security) (Amendment) Regulations, 2004], as amended from time to time. Further, all such investments in unincorporated entities overseas by both Navaratna PSUs and other entities will be required to be reported in form ODI, including Annual Performance Report (APR) [cf A. P. (Dir Series) Circular No. 68 dated June 1, 2007.

Capitalisation of Exports

In terms of Regulation 11(1) of Notification No. FEMA 120/RB-2004 dated July 7, 2004 [Foreign Exchange Management (Transfer or Issue of any Foreign Security) Regulations, 2004], as amended from time to time, an Indian Party making direct investment outside India in accordance with the Regulations, by way of capitalization, in full or part of the amount due to the Indian Party from the foreign entity on account of payment for export of plant, machinery, equipment and other goods / software to the foreign entity, has to obtain the prior approval of the Reserve Bank where such export proceeds have remained unrealized beyond a period of six months from the date of exports. In order to align this provision with the Foreign Trade Policy, Indian parties may, henceforth, approach the Reserve Bank for capitalization of export proceeds only in cases where the exports remain outstanding beyond the prescribed period of realisation.

 

Necessary amendments to Notification No. FEMA 120/RB-2004 dated July 7, 2004 [Foreign Exchange Management (Transfer or Issue of any Foreign Security), Regulations, 2004] are being issued separately.

 

Thanks & Regards
--
Alagar
Investment Banking
Karvy Investor Services Limited
Chennai
Tel: 044-28151034/3445/3658
Moble: 919884731993/ 919790906827
e-mail: alagar.muthu@karvy.com