[ECB]corporates in service sector under automatic route&any all-in-cost ceiling, NBFCinfrastructure finance with approval

1. RBI has liberalized the ECB policy by dispensing with the requirement of all-in-cost ceilings on ECB until June 30, 2009. However eligible borrowers, proposing to avail of ECB beyond the permissible all-in-cost ceilings as mentioned below may approach the Reserve Bank under the Approval Route.

Ceilings under Automatic Route:

2. Development of integrated township [as in Press Note 3 (2002 Series) dated January 04, 2002] is now a permissible end-use of ECB unless reviewed in 30th June 2009. Integrated township includes housing, commercial premises, hotels, resorts, city and regional level urban infrastructure facilities such as roads and bridges, mass rapid transit systems and manufacture of building materials. Development of land and providing allied infrastructure forms an integrated part of township's development.

The minimum area to be developed should be 100 acres for which norms and standards are to be followed as per local bye-laws / rules. In the absence of such bye-laws/rules, a minimum of two thousand dwelling units for about ten thousand population will need to be developed.

3. ECB by Non-Banking Financial Companies (NBFCs) exclusively involved in financing of the infrastructure sector, 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.

The direct lending portfolio of the above lenders vis-à-vis their total ECB lending to NBFCs, at any point of time should not be less than 3:1. AD Category - I banks should obtain a certificate from the eligible lenders to this effect. This facility will be reviewed in June 2009.

4. Corporates in the Hotels, Hospitals and Software sectors to avail of ECB up to USD 100 million per financial year, under the Automatic Route, for foreign currency and / or Rupee capital expenditure for permissible end-use. The proceeds of the ECBs should not be used for acquisition of land. ECB by other entities in Hotels, Hospitals and Software sector continue to remain under Approval Route as earlier.

5. Necessary amendments to the Foreign Exchange Management (Borrowing or Lending in Foreign Exchange) Regulations, 2000 dated May 3, 2000 are being issued separately

Pl. find atached RBI/2008-09/343 A.P. (DIR Series) Circular No. 46 dated January 2, 2009 for details.

Click here for erstwhile ECB amendment.

[SEBI-MF]listing of mutual fund close ended schemes mandatory

Access @ http://www.sebi.gov.in/circulars/2008/imdcir122008.pdf

In order to further strengthen the framework for close ended schemes, it has been

decided that for all close ended schemes (except Equity Linked Savings Schemes) to be

launched on or after December 12, 2008:

1. The units shall be mandatorily listed. The provisions in the SEBI (Mutual Funds)

Regulations, 1996 regarding repurchase and re-issue and exemption from listing

of units of close ended scheme would be suitably amended in due course.

2. Listing fees shall be a permissible expense to be charged under Regulation

52(4).

3. Trustees shall ensure that before launch of the scheme the in-principle approval

for listing has been obtained from the stock exchange(s) and appropriate

disclosures are made in the Scheme Information Document.

4. NAV shall be computed and published on daily basis.

It has also been decided that a close ended debt scheme shall invest only in such

securities which mature on or before the date of the maturity of the scheme.

Schemes for which observations (final) under Regulation 29 of SEBI (Mutual Funds)

Regulations, 1996 have been issued but are yet to be launched would be required to

carry out the changes in Scheme Information Document and file the same with SEBI

before the launch.

This circular is issued in exercise of powers conferred under Section 11 (1) of the

Securities and Exchange Board of India Act, 1992, read with the provisions of

Regulation 77 of SEBI (Mutual Funds) Regulations, 1996, to protect the interests of

investors in securities and to promote the development of, and to regulate the securities

market.

ICSI members-Company Secretary/PCS, download logos for visiting card & office stationery

The Vice President of India unveiled the New LOGO of the Institute of Company Secretaries of India (ICSI) and the logo to be used by Company Secretaries. This new logo of the Institute of Company Secretaries of India (ICSI) stands for stability and integrity. The core of the new identity "Connecting for collective growth" is epitomized by four alphabets signifying a mature and multifaceted profession. The words CS in the centre of the identity integrate to form an upward arrow embodying the Institutes' Vision of growth and excellence in corporate governance. Set in a deep blue colour, the bold and elegant masthead lends it an air of authority and leadership. This corporate identity program has been designed with a view to creating a cohesive brand image for the profession of Company Secretaries.



Members can save this picture for use in their Stationeries...Right click the logo below and click "Save Picture As". Now, you can see CS logos everywhere, even we will be part of quiz contests and what now. Do comment your views on the new logo. Its now, up to us to popularise the same, so that every individual recognise CS as a professional for Corporate Legal Areas.



Enjoy CS...

certification-foreign nationals company in India & Co incorporated outside commonwealth-apostillised as per Hague Convention

Rule 16 of Companies (Central Government's) General Rules and Forms, 1956 readwith Section 592(1)(a) - Certification of document of Foreign Companies. -

The amendment

If the company be incorporated in a country outside the Commonwealth or [in common wealth], then the copy of things defining constitution of the company shall be certified-

(a) by an official of the Government to whose custody the original is committed ; or

(b) a Notary (Public) of such country or [of that common wealth]; or

(c) by an officer of the company [on oath before a person having authority to administer an oath in that part of the Commonwealth].

If the company be incorporated in a country outside the Commonwealth but a party to the Hague Apostille Convention, 1961, then,

(a) the copy of things defining constitution of the company shall be certified by an official of the Government to whose custody the original is committed and apostillised in accordance with the Hague convention;

(b) the list of directors and secretary, if any of the company, name and address of person resident in India authorised to accept notice on company's behalf, be notarised and apostillised in the country of origin in accordance with the Hague convention;

In case of foreign nationals residing outside India in countries which are signatory to Hague Convention and seeking to register a company in India, shall get it certified the name and address & all such things, before the notary of the country of origin and be duly apostillised in accordance with the Hague convention.

[SEBI intermediaries]Money Laundering Master Circular dec 2008

SEBI Master Circular on Anti Money Laundering (AML and Combating Financing of Terrorism (CFT)- Obligations of Intermediaries under Prevention of Money Laundering Act, 2002 and Rules Framed there-under

As per the provisions of the Prevention of Money Laundering Act, every banking company, financial institution (which includes chit fund company, a co-operative bank, a housing finance institution and a non-banking financial company) and intermediary (which includes a stock-broker, sub-broker, share transfer agent, banker to an issue, trustee to a trust deed, registrar to an issue, merchant banker, underwriter, portfolio manager, investment adviser and any other intermediary associated with securities market and registered under section 12 of the Securities and Exchange Board of India Act, 1992) shall have to maintain a record of all the transactions; the nature and value of which has been prescribed in the Rules notified under the PMLA. Such transactions include :

Ø All cash transactions of the value of more than Rs 10 lakhs or its equivalent in foreign currency.

Ø All series of cash transactions integrally connected to each other which have been valued below Rs 10 lakhs or its equivalent in foreign currency where such series of transactions take place within one calendar month.

Ø All suspicious transactions whether or not made in cash.

The Guidelines laid down the minimum requirements and it was emphasised that the intermediaries may, according to their requirements, specify additional disclosures to be made by clients to address concerns of Money Laundering and suspicious transactions undertaken by clients. All intermediaries were also advised to ensure that a proper policy framework as per the Guidelines on anti-money laundering measures is put into place and to designate an officer as 'Principal Officer' who would be responsible for ensuring compliance of the provisions of the PMLA. Names, designation and addresses (including e-mail addresses) of 'Principal Officer' shall also be intimated to the Office of the Director-FIU, 6th Floor, Hotel Samrat, Chanakyapuri, New Delhi -110021, India on an immediate basis.

This Master circular consolidates all the requirements/obligations issued with regard to AML/CFT till December 15, 2008. This Circular is being issued to all the intermediaries as specified at para above. The circular shall also apply to their branches and subsidiaries located abroad, especially, in countries which do not or insufficiently apply the Financial Action Task Force (FATF) Recommendations, to the extent local laws and regulations permit. When local applicable laws and regulations prohibit implementation of these requirements, the same should be brought to the notice of SEBI. In case there is a variance in Know Your Customer / Anti-Money Laundering [KYC/AML] standards prescribed by SEBI and the regulators of the host country, branches/overseas subsidiaries of intermediaries are required to adopt the more stringent requirements of the two.

It has the following parts,

PART -I OVER VIEW

1 Introduction

2 Background

3 Policies and Procedures to Combat Money Laundering and Terrorist financing

3.1 Guiding Principles

3.2 Obligations to establish policies and procedures

PART -II DETAILED OBLIGATIONS

4 Written Anti Money Laundering Procedures

5 Customer Due Diligence

5.1 Elements of Customer Due Diligence

5.2 Policy for acceptance of clients

5.3 Risk Based Approach

5.4 Clients of special category (CSC)

5.5 Client identification procedure

6 Record Keeping

7 Information to be maintained

8 Retention of Records

9 Monitoring of transactions

10 Suspicious Transaction Monitoring & Reporting

11 Reports to Financial Intelligence Unit- India

12 Designation of an officer for reporting of suspicious transaction

13 Employees' Hiring/Training and Investor Education

14 List of Key Circulars/Guidelines issued having a bearing on AML/CFT framework

15 Annexure- List of various Reports and their formats

The detailed master circular is available in http://www.sebi.gov.in/Index.jsp?contentDisp=Section&sec_id=1

[EPF-international workers]43A-Provident Fund applicability mandatory on EXPATRIATES

PF and EPF scheme for International Workers

Para 83 has been inserted in EPF Scheme w.e.f. 1-10-2008 to make provisions for provident fund to international worker.

International worker is (a) an Indian employee who has worked or is going to work in a foreign country with which India has entered into a social security agreement and when the employee is eligible to avail social security programme of that country (b) an employee other than Indian employee, working for an establishment in India to which the EPF Act applies. International worker working in India shall be required to become member of Employees Provident Fund. However, such contribution is not required if he is ¡excluded employee. Excluded employee¢ means an international worker who is contributing to social security programme of his/her country of origin, with whom India has entered into a social security agreement on reciprocity basis, and the employee is enjoying status of ¡detached¢ worker as per agreement with other country. The Indian employer is required to submit details of ¡international worker¢ employed by him and also submit periodic returns. Para 43A of EPF Scheme (inserted w.e.f. 1-10-2008) makes provision for pension to international workers, as defined in para 83 of the EPF scheme. The scheme applies to member covered by international social security agreement. The scheme makes provisions for calculating pensionable service and pensionable salary of such employees.

The salient features of the Amendment by Mr. Gokul, Trivandrum

1) The employees qualifying as 'international workers' will contribute to the EPF schemes and the employers would also be required to make an equal contribution.

2) The employees likely to be affected or benefited would include expatriates (foreign citizens) working in India and even Indian employees deputed to work abroad. With the employer picking up their share of the contributions also, the expatriate assignment costs are going to increase even further.
3) The notification exempts international workers from those countries with which India has signed Social Security Agreements, commonly known as Totalisation Agreements, and who have been contributing to their home country social security schemes. India has currently finalised totalisation agreements with Belgium, France and Germany . The entire objective of such agreements is to ensure a level playing-field for mobile assignees. These agreements aim to protect the interests of Indian professionals by securing exemption from social security contributions in case of certain short-term assignments in the host country.
4) In essence, there is no impact of the amendment on the employees of the establishment who are working in the foreign countries with whom India has not signed SSA. Such employees will continue to contribute to the Social Security Schemes of the country in which they are posted but may not get any benefit out of such contribution.
5) The Indian employees on short term international assignments (period specified in each agreement), who are contributing to Indian PF scheme, would not be required to contribute to the social security schemes in the respective host countries.

Provisions Employer needs to comply with,

1) To send to the Provident Fund Commissioner, within 15 days of the commencement of the scheme (1.11.2008), a consolidated return in such form as the Commissioner may specify of the International worker indicating clearly nationality of each and every international worker required or entitled to become member of the fund showing the basic wage, retaining allowance, if any and Dearness Allowance irrespective of wage/salary ceiling including the cash value of any food concession paid to each of such international workers. However, if there is no international worker who is required or entitled to become a member of the fund, the employer shall send "Nil' Returns.
2) To send to the Commissioner, within 15 days of close of each month, a return of the International workers qualifying to become members of the fund for the first time during the preceding month.

ICSI-company secretary exam june 2009 executive/professional program-daily/crash batches-modules/papers

Yes,

Glad to announce - CS - Executive & Professional Program - All Module - All Papers - Daily & Crash Courses at Learn Labz from February 2009 onwards.

Learning is Fun ! Know it through Learn Labz...Xperiment, Xcel!

So, ready to have fun. The following are the eligibility criteria,

1. you should be a student of CS Executive Program or

2. you should be a student of CS Professional Program.

Provided that, you shall have the time to have fun during morning's & evening's for Regular batches whereas its full Saturday's or Sunday's for Crash or Fast Track revision Courz.

Click for Time Table for CS Executive Program aka Inter

Click for Time Table for CS Professional Program aka Final

Enjoy passin...

Find ICSI/Company Secretary December 2008 Exam Hall Ticket/Admit Card Online

Yes,

Hope you would have got your Hall Ticket for December 2008 exam to enjoy it with a bang!

For those, who have not got the same, not to panic! there is a very easy way to download, which is valid for Exams too from ICSI site itself. Just you have to know your ICSI registration number. (Enter Either Registration number or Roll Number) 17 Digit Registration No (Third character is Zero and not "O") and you will get your Admit Card Extract.

So, don't worry, just prepare well for exams and you will win.

Click here to download ICSI December 2008 hall ticket

For more details, click here

Also you can enter your ICSI registration number to find your Roll No here. It will be there in the Enrollment status link of the page which appears after entering the Registration Number.

All the Best ! Enjoy Passin...Vj

[SEBI-DIP] non-convertible debentures with warrants allowed in QIP

Issuance of "Non-convertible Debentures with Warrants" (i.e., NCDs with warrants) under Chapter XIII-A

SEBI vide circular No. SEBI/CFD/DIL/DIP/33/2008/08/12 dated 8^th Dec 2008 made the following amendments in Chapter XIII-A of the SEBI (DIP) Guidelines on "Guidelines for Qualified Institutions Placement (QIP)" enable a listed company to make a combined offering of Non-Convertible Debentures (NCDs) with warrants. Qualified Institutional Buyers (QIBs) can subscribe to the combined offering of NCDs with warrants or to the individual instruments, i.e., either NCDs or warrants, where separate books are run for NCDs/ warrants.

The company is however required to obtain relaxation from the applicability of the provisions of Rule 19(2)(b), read with Rule 19(4) of the Securities Contracts (Regulation) Rules, 1957 for listing/ trading of the warrants.

The amendments made vide this circular shall come into force with immediate effect.

Click here to get the amended DIP guidelines

Thanks & Regards
Alagar
CSChennai
Mobile: 919790906827 / 919884731993
email id: alagarcs@gmail.com; csalagar@yahoo.in

[FEMA]use only your own debit/credit/prepaid cards for private travel/visit abroad & comply KYC

RBI/2008-09/318
A. P. (DIR Series) Circular No. 40
A. P. (FL Series) Circular No. 03 dated 10th December 2008

Foreign Exchange Management Act, 1999 –
Foreign Travel – Mode of payment in Rupees

Attention of Authorised Dealers Category I & II and Full Fledged Money Changers (FFMCs) is invited to paragraph A.10 of the Annexure to A. P. (DIR Series) Circular No.19 dated October 30, 2000, in terms of which Authorised Dealers may accept payment in cash up to Rs. 50,000 (Rupees Fifty Thousand only) against sale of foreign exchange for travel abroad (for private visit or for any other purpose). Wherever the sale of foreign exchange exceeds the amount equivalent to Rs.50,000, the payment must be received only by a -

(i) crossed cheque drawn on the applicant's bank account

or

(ii) crossed cheque drawn on the bank account of the firm/company sponsoring the visit of the applicant

or

(iii) Banker's cheque / Pay Order / Demand Draft.

2. With a view to provide flexibility in the mode of payment against sale of foreign exchange, in addition to the payment by Rupees / through crossed cheque / Banker's cheque / Pay order / Demand draft, Authorised Dealers Category I & II and FFMCs may also accept the payments made by the traveller through debit cards / credit cards / prepaid cards for travel abroad (for private visit or for any other purpose) provided -

(i) KYC / AML guidelines are complied with,

(ii) sale of foreign currency / issue of foreign currency travellers' cheques is within the limits (credit / prepaid cards) prescribed by the bank,

(iii) the purchaser of foreign currency / foreign currency travellers' cheque and the credit / debit / prepaid card holder is one and the same person.

3. Authorised Dealers Category I & II and Full Fledged Money Changers may bring the contents of the circular to the notice of their constituents and customers concerned.

4. The directions contained in this circular have been issued under Section 10(4) and Section 11(1) of the Foreign Exchange Management Act, 1999 (42 of 1999) and is without prejudice to permissions / approvals, if any, required under any other law.

[FEMA]BuyBack FCCB@15%/25% discount under Automatic/Approval Route now

Buyback / Prepayment of Foreign Currency Convertible Bonds (FCCBs) RBI/2008-09/317 A. P. (DIR Series) Circular No. 39 dated December 08, 2008 To, All Category - I Authorised Dealer Banks Madam / Sir, Buyback / Prepayment of Foreign Currency Convertible Bonds (FCCBs) Attention of Authorised Dealer Category - I (AD Category - I) banks is invited to Regulation No. 21 of Part III and Schedule I to the Notification No. FEMA 120 /RB-2004 dated July 7, 2004, as amended from time to time, relating to FCCBs. Attention of AD Category - I banks is also invited to A. P. (DIR Series) Circular No.5 dated August 1, 2005, A. P. (DIR Series) Circular No.60 dated May 21, 2007, A. P. (DIR Series) Circular No. 4 dated August 7, 2007, A. P. (DIR Series) Circular No. 43 dated May 29, 2008, A.P. (DIR Series) No. 16 dated September 22, 2008, A. P. (DIR Series) Circular No.20 dated October 10, 2008 and A. P. (DIR Series) No. 26 dated October 22, 2008 relating to instructions / guidelines in respect of External Commercial Borrowings, which are also applicable, mutatis mutandis, to FCCBs. 2. Under the extant ECB Guidelines, AD Category - I banks are permitted to allow prepayment of ECB up to USD 500 million without prior approval of the Reserve Bank, subject to compliance with the stipulated minimum average maturity period as applicable to the loan. Further, existing ECB can be refinanced by raising a fresh ECB, subject to the conditions that the fresh ECB is raised at a lower all-in-cost and the outstanding maturity of the original ECB is maintained. The existing provisions for prepayment and refinancing will continue, as hitherto. 3. As announced in para 4 (v) of the Press Release 2008:2009/697 dated November 15, 2008, Reserve Bank has been considering proposals, under the approval route, from Indian companies for buyback of their FCCBs, provided the buyback is financed out of their foreign currency resources held in India or abroad and / or out of fresh external commercial borrowing (ECB) raised in conformity with the current ECB norms. 4. As announced in para 12 of the Press Release 2008-2009/842 dated December 6, 2008, the existing policy on the premature buyback of FCCBs has been reviewed and it has been decided to liberalise the procedure and consider applications for buyback of FCCBs by Indian companies, both under the automatic and approval routes, as detailed hereunder: A. Automatic Route: The designated AD Category - I banks may allow Indian companies to prematurely buyback FCCBs, subject to compliance with the terms and conditions set out hereunder : i) the buyback value of the FCCB shall be at a minimum discount of 15 per cent on the book value; ii) the funds used for the buyback shall be out of existing foreign currency funds held either in India (including funds held in EEFC account) or abroad and / or out of fresh ECB raised in conformity with the current ECB norms; and iii) where the fresh ECB is co-terminus with the outstanding maturity of the original FCCB and is for less than three years, the all-in-cost ceiling should not exceed 6 months Libor plus 200 bps, as applicable to short term borrowings. In other cases, the all-in-cost for the relevant maturity of the ECB, as laid down in A. P. (DIR Series) No.26 dated October 22, 2008 shall apply. B. Approval Route: The Reserve Bank will consider proposals from Indian companies for buyback of FCCBs under the approval route, subject to compliance with the following conditions: i) the buyback value of the FCCB shall be at a minimum discount of 25 per cent on the book value; ii) the funds used for the buyback shall be out of internal accruals, to be evidenced by Statutory Auditor and designated AD Category - I bank's certificate; and iii) the total amount of buyback shall not exceed USD 50 million of the redemption value, per company. Applications complying with the above conditions may be submitted, together with the supporting documents, through the designated AD Category - I bank, to the Chief General Manager-in-Charge, Reserve Bank of India, Foreign Exchange Department, ECB Division, Central Office, 11th Floor, Central Office Building, Shahid Bhagat Singh Road, Mumbai-400 001, for necessary approval. 5. General Conditions In addition to the conditions set out above, the following additional conditions shall be applicable for the proposals both under the automatic and approval routes: (i) The FCCB should have been issued in compliance with the extant guidelines. (ii) The FCCB should have been registered with the Reserve Bank; the LRN number obtained and ECB 2 returns submitted up to date. (iii) No proceedings for contravention of FEMA are pending against the company. (iv) The right for buyback is vested with the issuer of FCCBs. However, the actual buyback is subject to the consent of the bond holders. (v) The FCCBs bought back / repurchased from the holders must be cancelled and should not be re-issued or re-sold. (vi) The buyback will not have any effect on the bond holders not opting for the buyback or on the non-participating bond holders of companies opting for the buyback. (vii) The Indian company shall open an escrow account with the branch or subsidiary of an Indian bank overseas or an international bank for buying back the FCCBs to ensure that the funds are used only for the buyback. 6. The existing requirement of submission of ECB 2 return will continue as hitherto. Further, on completion of the buyback, a report giving details of buyback, such as, the outstanding amount of FCCBs, book value of FCCBs bought back, rate at which FCCBs bought back, amount involved, and source/s of funds may be submitted, through the designated AD Category - I bank, to the Chief General Manager-in-Charge, Reserve Bank of India, Foreign Exchange Department, ECB Division, Central Office, 11th Floor, Central Office Building, Shahid Bhagat Singh Road, Mumbai-400 001. 7. This facility will come into force with immediate effect and the entire procedure of buyback should be completed by March 31, 2009. 8. AD Category - I banks may bring the contents of this circular to the notice of their constituents and customers concerned. 9. The directions contained in this circular have been issued under sections 10(4) and 11 (1) of the Foreign Exchange Management Act, 1999 (42 of 1999) and is without prejudice to permissions / approvals, if any, required under any other law. Yours faithfully, (Salim Gangadharan) Chief General Manager-in-Charge

SEBI extend observation letter validity, rights entitlement in Demat & no early exit for close ended MF

PRESS RELEASE

PR No.283/2008

SEBI Board Meeting

1. SEBI to extend validity of the observation letter

SEBI Board has approved extension of validity of observation letter issued for public / rights issue from present three months to one year, subject to filing of updated document with SEBI where there are material changes.

2. SEBI to introduce electronic rights entitlements and ASBA in the Rights Issue process.

SEBI Board has approved certain policy measures pertaining to rights issue process, which inter-alia include enabling electronic rights entitlement, which can be traded electronically in Stock Exchanges, introducing alternate mode for making applications in rights issue viz Applications Supported by Blocked Amount (ASBA) mode and mandating that the issuer can get access to rights issue proceeds only after the allotment is finalized.

Currently a shareholder intending to renounce his/her Rights entitlements fills up part B of the rights issue application form. The renouncee can trade this form or apply in the Rights Issue by filling up Part C of the form. Renunciation forms are traded in physical segment in Bombay Stock Exchange. The right entitlement will now be made available in demat form for all shareholders holding the underlying shares in demat form.

The policy measures approved by the Board in this meeting, along with measures undertaken in the recent past for reduction in timelines, are expected to streamline the rights issue process and make it more efficient.

3. It was decided that no early exit will be allowed in any scheme of Mutual Fund in the nature of a close ended scheme. The schemes which have been approved earlier but not yet launched will also have to be amended accordingly. It will be obligatory for the Asset Management Company to list the close ended schemes. The Board also decided that for such close ended schemes the underlying assets will not have a maturity beyond the date on which the scheme expires.

4. The Board decided to adopt a code to avoid conflict of interest for the members of the Board. It was further decided that this code will be put up in the public domain by publishing it on the SEBI website before December 12, 2008.

5. In order to bring transparency in the working of the Board it was decided that the agenda papers submitted to the Board on all policy issues will be made available in the public domain by putting them up on the SEBI website after the Board has taken a decision on the issue. The minutes of the meeting relating to such items will also be made available on the SEBI website after the Board has approved the minutes. Accordingly the agenda papers for today's Board meeting will be made available on the SEBI website by December 15, 2008.