Start with Search - Type your requirement here
Monday, March 30, 2009
Tuesday, March 17, 2009
FII’s rush with your debt request to SEBI tonight when clock ticks 23:59 PM IST
Yes, as you are aware the Government of India reviewed the External Commercial Borrowing policy and increased the cumulative debt investment limit by USD 9 billion (from USD 6 billion to USD 15 billion) for FII investments in Corporate Debt. Click here for the amendment.
- As per SEBI circular No. IMD/FII & C/37/2009 dated February 06, 2009 USD 8 billion shall be allocated to the FIIs/ sub-accounts in an open bidding platform.
- The remaining limit for investment in corporate debt shall be allocated among the FIIs/sub-accounts on a ‘first come first served’ basis in terms of SEBI circular dated January 31, 2008, subject to a ceiling of Rs.249 cr. per registered entity.
- The debt requests in this regard shall be forwarded to the dedicated email id fii_debtrequests@sebi.gov.in . The window for first come first served process shall open at 23:59 PM IST, March 17, 2009. Time period for utilization of the allocated debt limit through first come first served shall be 11 working days from the date of the allocation.
Find more details of this circular no. IMD/FII & C/38/2009 dated March 13, 2009 in http://www.sebi.gov.in/circulars/2009/fii382009.html
Monday, March 16, 2009
Now Buy Back FCCB till 31st December 2009
1. Attention of Authorized Dealer Category - I (AD Category - I) banks is invited to the A. P. (DIR Series) Circular No.39 dated December 08, 2008 on the captioned subject. In terms of Para 7 of the above circular, the entire procedure of buyback should be completed by the Indian Companies by March 31, 2009.
2. It has been decided to extend the date for completing the entire procedure for buyback of FCCBs from March 31, 2009 to December 31, 2009. Accordingly, the entire procedure of buyback should be completed by December 31, 2009.
3. All the other terms and conditions of buyback / prepayment of FCCBs as mentioned in A. P. (DIR Series) Circular No.39 dated December 08, 2008, shall remain unchanged.
For the status before this amendment, kindly click Prepayment of FCCB.
Click here for the said amendment RBI/2008-09/411 A. P. (DIR Series) Circular No. 58 dated 13th March 2009.
Thursday, March 12, 2009
SEBI guidelines for Exit option to Regional Stock Exchanges
RSE means Recognised Stock Exchange u/s. 4 of SCRA as Regional Stock Exchange concept is almost extinct.
For - Regional Stock Exchanges (RSEs) whose recognition is withdrawn and/or renewal of recognition is refused by SEBI and RSEs who may want to surrender their recognition
- The brokers/trading members of such de-recognised stock exchanges shall be liable to pay SEBI registration fees as per Schedule III of the SEBI (Stock Brokers and Sub Brokers) Regulations, 1992 till the date of such de-recognition. Dues of the brokers to SEBI shall be recovered by the exchange out of the brokers’ deposits / capital / share of sale proceeds / winding up proceeds / dividend payable, etc. available with the exchange and transferred to SEBI.
- In case the stock exchange, after de-recognition, continues as a corporate entity under the Companies Act, 1956, it shall not use the expression ‘stock exchange’ or any variant in its name or in its subsidiaries name so as to avoid any representation of any present or past affiliation with the stock exchange.
- The companies which are listed in such de-recognised RSEs and also listed in any other stock exchange(s) may continue to remain listed in the other stock exchange(s). In case of companies exclusively listed on those de-recognised stock exchanges, it shall be mandatory for such companies to either seek listing at other stock exchanges or provide for exit option to the shareholders as per SEBI Delisting Guidelines / Regulations after taking shareholders’ approval for the same, within a time frame, to be specified by SEBI, failing which the companies shall stand delisted through operation of law.
Find full details in SEBI Circular MRD/DoP/SE/Cir- 36 /2008 dated 29.12.2008
CS, CA & CWA can certify under Consortium lending of banks is clarified with revised formats
Lending under Consortium Arrangement / Multiple Banking Arrangements
1. Please refer to circular RBI/2008-09/354/UBD.PCB.No.36/13.05.000/2008-09 dated January 21, 2009 on the captioned subject.
2. In terms of Paragraph 2(iii) of the above circular, in order to strengthen the information sharing system among banks in respect of the borrowers enjoying credit facilities from multiple banks, the banks are required to obtain regular certification by a professional, preferably a Company Secretary, regarding compliance of various statutory prescriptions that are in vogue, as per specimen given in Annex III to the above circular.
3. In this context it is clarified that in addition to Company Secretaries, banks can also accept the certification by Chartered Accountants & Cost Accountants. Further, on the basis of suggestions received from Indian Banks Association, Annex III – Part I & Part II (copy enclosed)has also been modified.
Find the said RBI/2008-2009/382 UBD.PCB.No. 49 /13.05.000/2008-09 in CN49LUCAM.pdf
[MSMED]Small Scale Industry definition only under MSMED Act for IDRA too
Small Scale & Ancillary Industry becomes Small or Medium Enterprise even for the purpose of IDRA.
Rescinding of Notification No.857(E) dated 10 December, 1997
The above said notification lists the factors on the basis of which an industrial undertaking shall be regarded as a small scale or as an ancillary industrial undertaking for the purposes of Industries (Development and Regulation) Act, 1951 (IDRA). It is the impact of Micro, Small & Medium Enterprises Development Act, 2006, the said notification was rescinded. Read about MSMED Act in http://yehseeyes.blogspot.com/2007/11/micro-small-and-medium-enterprises.html
The central Government considers it necessary with a view to ascertain which ancillary and small scale industrial undertakings need supportive measures, exemption or other favourable treatment under the Industries (Development and Regulation) Act, 1951 (65 of 1951) herein after referred to as the said Act) to enable them to maintain their viability and strength so as to be effective in –
-
promoting in a harmonious manner the industrial economy of the country and easing the problem of unemployment, and
-
securing that the ownership and control of the material resources of the community are so distributed as best to subserve the common good.
& for which purpose has rescinded the above said notification vide Notification SO. 563(E) dated 27th February 2009.
Consequently even the format of Industrial Entrepreneurial Memorandum (IEM) got amended, which now reads instead for IDRA – enterprise for goods pertaining to Schedule-I industry or employing plant & machinery as value addition to final product with distinct name/character/use. Find the said amendment in http://www.laghu-udyog.com/publications/circulars/GazNot/SO-199(E).pdf
Keep tracking Industries amendment using Industries DIPP updates
Thursday, March 5, 2009
[Press Note 2009]FDI, Downstream Invesment, clarification & types of companies
Click here for Press Note 2 of 2009 series regarding "Guidelines for calculation of total foreign investment i.e. direct and indirect foreign investment, including downstream investment in any or all Indian companies". 'Downstream investment' means indirect foreign investment by one Indian company into another Indian company by way of subscription or acquisition in terms of Press Note 2 of 2009. Para 5.2 of the said Press Note provides the guidelines for calculation of indirect foreign investment with conditions specified in para 5.5. It has definition of terms "when an Indian Company is owned and controlled by resident Indian citizens" OR "when an Indian company is owned or controlled by non-resident entities" OR "foreign investment". Download Press Note 2 from http://siadipp.nic.in/policy/changes/pn2_2009.pdf
Click here for Press Note 3 of 2009 series regarding "Guidelines for transfer of ownership or control of Indian companies in sectors with caps from resident Indian citizens to non-resident entities" with definition of terms "owned by resident Indian citizens & Indian companies" OR "controlled by resident Indian citizens or Indian companies" OR "owned by non-resident entities" OR "controlled by non-resident entities". It is clarified that these guidelines will not apply for sectors/activities where there are no foreign investment caps, that is, 100% foreign investment is permitted under the automatic route. Download Press Note 2 from http://siadipp.nic.in/policy/changes/pn3_2009.pdf
Click here for Press Note 4 of 2009 series regarding "Clarificatory guidelines on downstream investment by Indian Companies". The 'guiding principle' is that downstream investment by companies 'owned' or 'controlled' by non resident entities would require to follow the same norms as a direct foreign investment i.e. only as much can be done by way of indirect foreign investment through downstream investment in terms of Press Note 2 (2009 series) as can be done through direct foreign investment and what can be done directly can be done indirectly under same norms. It has definitions of "operating company" OR "investing company". It can be downloaded from http://siadipp.nic.in/policy/changes/pn4_2009.pdf
The classification for the purpose of Foreign Direct Investment (FDI) include:
Only Operating Companies - to comply with respective sectoral conditions & caps for foreign investment.
Operating-cum-investing companies - to comply with respective sectoral conditions & caps for foreign investment and the subject Indian companies into which downstream investments are made by such companies should also comply with its respective sectoral conditions & caps.
Investing companies - require prior approval of Government or FIPB for foreign investment and the subject Indian companies into which downstream investments are made by such companies should also comply with its respective sectoral conditions & caps.
Companies with no operations or downstream investments - require approval of Government or FIPB for foreign investment and when such company commences business or makes downstream investment it will have to comply with its respective sectoral conditions & caps.
Downstream investment by OTHER THAN 'only operating companies' is subject to following conditions:
- To notify SIA, DIPP and FIPB of its downstream investment within 30 days of such investment even if equity shares/CCPS/CCD have not been allotted;
- If by way of induction of foreign equity in an existing Indian Company to be duly supported by a resolution of the Board of Directors supporting the said induction as also a shareholders Agreement if any;
- Issue/transfer/pricing/valuation of shares shall be in accordance with applicable SEBI/RBI guidelines;
- Investing companies would have to bring in requisite funds from abroad and not leverage funds (not raising debts) from domestic market for such investments.
Thats it about Press Notes 2, 3 & 4 of 2009. TO keep track of Press Notes, click http://yehseeyes.blogspot.com/search/label/Industries%20DIPP
Like it subscribe it, Get See Yes -> Yes, ACS delivered by email
Saturday, February 28, 2009
Company Secretary (ICSI) Executive & Professional Programme daily/crash classes for June/December 2009 exams
CS CRASH BATCHES FOR JUNE 2009 EXAMS - Company Secretary Professional Programme
Professional Module | CS CRASH CLASSES | TIME & DATE |
II | Corporate Restructuring & Insolvency | 12 to 6 PM on 18th & 19th April 2009 |
III | Strategic Management, Alliances & International Trade (World Trade Organisation) | 12 to 6 PM on 25th & 26th April 2009 |
IV | Financial, Treasury & Forex Management | 8 AM to 1 PM & 2 to 7 PM on 2 & 3rd May 2009 |
V | Drafting, Appearances & Pleadings | 6 AM to 12 noon on 9th & 10th May 2009 |
Executive Module | CS CRASH CLASSES | TIME & DATE |
II | Economic & Labour Laws | 12 to 6 PM on 9th & 10th May 2009 |
II | Securities Laws & Compliances | 6 AM to 12 noon on 16th & 17th May 2009 |
FEES
- Rs.1000 PER subject for CS Executive Program
- Rs.1200 PER subject for CS Professional Program
Professional Module | CS DAILY CLASSES | TIME & DATE |
I | Company Secretarial Practice | Every Monday 0630AM to 0830AM |
III | Strategic Management, Alliances & International Trade | Every Tuesday 0630AM to 0830AM |
IV | Due Diligence & Corporate Compliance Management | Every Wednesday 0630AM to 0830AM |
II | Corporate Restructuring & Insolvency | Every Thursday 0630AM to 0830AM |
IV | Governance, Business Ethics & Sustainability | Every Friday 0630AM to 0830AM |
III | Advanced Tax Laws & Practice | Every Saturday 0630AM to 11AM |
I | Drafting, Appearances & Pleadings | Every Saturday 0630PM to 0830PM |
II | Financial, Treasury & Forex Management | Every Sunday 8AM to 12NOON |
DURATION – 15th June to 31st August 2009
FEES – Rs. 2000 PER subject OR Rs. 15000 for all 8 subjects
Mod | Papers | Days with Us | Timing |
ONE | General & Commercial Laws | Saturday's & Sundays | 0630-0830 PM & AM |
ONE | Company accounts, Cost & Management accounting | Sunday | 8AM to 12 NOON |
ONE | Tax Laws | Saturday's | 0630AM to 11AM |
TWO | Company Law | Monday's & Tuesday's | 0630 AM to 0830 AM |
TWO | Economic & Labour Laws | Wednesday's & Thursday's | 0630 AM to 0830 AM |
TWO | Securities Laws & Compliances | Friday's & Saturday's | 0630 AM to 0830 AM |
DURATION – 1st September to 31st October 2009
FEES – Rs. 2000 PER subject OR Rs. 5300 PER MODULE
Friday, February 27, 2009
You can verify your marks of Company Secretary (ICSI) results now, if dissatisfied
Wednesday, February 25, 2009
What next after CSexam results,be ready to face the next level,be prepared as v r Company Secretaries
- Click here to register online for CS Executive Program Application - http://www.icsi.edu:8888/registration/main_online.aspx and arrange for fees as per http://www.icsi.edu/LinkClick.aspx?link=http%3a%2f%2fwww.icsi.edu%2fwebmodules%2flinksofweeks%2fREVISION+OF+FEES.doc&tabid=528&mid=3166
- To enjoy Executive Program Classes in Chennai, you can visit Learn Labz @ 128, Veeraperumal Koil Street, Mylapore, Chennai and catch Vijay on +91 93829 35598
Very soon, Updated Books will be made available for all subjects of Module II of CS Executive Program, keep tracking.
For Executive passed:
- Click here to download & fill CS Professional Program Application - http://www.icsi.edu/webmodules/student/final.doc and arrange for fees as per Apply for Training Orientation Program (TOP) and find details from nearest ICSI - http://www.icsi.edu/webmodules/student/TopForm.doc (its a mandatory pre-requisite to commence CS Training). It is a 5 full day program offered at ICSI and your training will commence only on completion of this program
- Then, start sending emails & applications of RESUME for CS Training through http://www.icsi.edu/Facilities/MemberDirectory/tabid/1575/Default.aspx and follow as below,
- For Practising Company Secretaries - Look for the heading "Combination Search", Enter your city & Click on "CP Directory", then Submit
- Company Secretaries in employment - Look for the heading "Combination Search", Enter your city & Click on "Member Directory", then Submit
- For 15-month CS Training related information, you can click http://yehseeyes.blogspot.com/2008/05/icsi-15-months-managementapprentice.html
- Start looking out for Academic Development Programs (ADP) as its mandatory to attend for 25 hours or you have the option to attend National Convention of ICSI - http://www.icsi.edu/webmodules/student/ADPForm.doc
- To enjoy Professional Program Classes in Chennai, you can visit Learn Labz @ 128, Veeraperumal Koil Street, Mylapore, Chennai and catch Vijay on +91 93829 35598
- Pending Training you are eligible for Licentiate Membership of ICSI - http://www.icsi.edu/webmodules/student/Licentiate.doc and you will get Chartered Secretary (Members magazine) free of cost.
- Complete your CS Training or Claim exemption from it following http://yehseeyes.blogspot.com/2008/05/icsi-15-months-managementapprentice.html
- Complete RoC Training or Stock Exchange training, if applicable
- Complete ADP's, if applicable & pending
- Then, apply for the esteemed membership of ICSI following, http://yehseeyes.blogspot.com/2009/01/checklistformsfeesguide-to-apply-for.html
Download SEBI DIP Guidelines as on 24th February 2009 with Amendments, Update & its Understanding with respect to offer document, preferential, etc...
The SEBI (Disclosure & Investor Protection) Guidelines amended on 24th February 2009 and click here to download the amended full SEBI (DIP) Guidelines, 2009 @ http://www.sebi.gov.in/guide/dip2009.pdf
Major highlights by CS Adhithya of Cool CS:
- Timelimit for bonus issue reduced to 15/60 days from the date of Board meeting [erstwhile 6 months]
- Enhanced the period of validity of observation letter issued by SEBI to 12 months [erstwhile 3 months]
- Floor price or price band can be announced after registration of RHP with RoC but 2 working days before issue opens
- Enhanced the upfront amount payable on Preferntial allotment from 10 to 25%
The brief of the amendments are as under:
Opening of Public Issue
An issue shall open within 12 months from the date of issuance of the observation letter by SEBI, if any or within 3 months from the 31st day from the date of filing of the draft offer document with SEBI, if no observation letter is issued.
Requirement of filing updated offer document
File an updated offer document with SEBI, highlighting all changes made in the document and in case of 'significant changes' in the offer document, it shall be filed with SEBI atleast 1 month before filing final prospectus with RoC/SE;
Change in Timelines of Bonus Issue
Shall be completed WITHIN 60 days from the Date of Board Resolution, where-in bonus was announced subject to Shareholders approval OR WITHIN 15 days from the Date of Board Resolution authorising such issue. Once resolved, the board shall not have the option of changing the decision.
Option not to disclose the floor price or price band
Where the issuer has not disclosed floor price or price band in prospectus filed with RoC/SE, it shall be disclosed atleast 2 working days before opening of the bid in case of IPO and atleast 1 working day before the opening of the bid in case of FPO, by way of an announcement in all thenewspapers in which the pre-issue advertisement was released by the issuer or the merchant banker;
Justification for Price in some cases
Justification for price is required to be given in the Offer Document and further, if the Issuer has not disclosed floor price or price band in the prospectus and taken an option to disclose it before 2 working days (for IPO) or 1 working day (for FPO) before opening of an issue, then, announcement shall contain the relevant financial ratios, computed for both upper and lower end of the price band and the basis of issue price or prescribed statements to guide investors in RHP which are,
(a) a statement that the floor price or price band, as the case may be, shall be disclosed at least two working days (in case of an initial public offer) and at least one working day (in case of a further public offer) before the opening of the bid);
(b) a statement that the investors may be guided in the meantime by the secondary market prices (in case of a further public issue);
(c) names and editions of the newspapers where the announcement of the floor price or price band would be made;
(d) names of websites (with address), journals or other media in which the said announcement will be made.
Preferential Allotment of Warrants
For preferential allotment of warrants minimum 25% paid at the time of allotment upfront and if warrant is not exercised, then such 25% money is forfeited.
Lock-in Requirements under Preferential Issue
Shares issued to Promoters (UPTO 20% Post-Issue Capital) | Lock-in for 3 years |
Total Post-Issue Capital UPTO 20% | Lock-in for 3 years |
Shares issued as Preferential allotment to promoter or promoter group [other than above] or to others | Lock-in for 1 year |
Note: Lock-in of convertible instruments (other than Warrants) shall be reduced to the extent of lock-in of such convertible instruments.
Requirements when listed less than 6 months & lock-in
If the Co is listed for less than 6 months, then for such issue (other than to QIB's upto 5) consider the highest of IPO price or Value per share as 391 to 394 Scheme or average weekly high & low closing prices of such period or 2 weeks preceeding relevant date and recompute the price after 6 months, the difference shall be paid by the allottees to the company, otherwise such securities shall continue lock-in till the amount is paid.
Impact of Relaxation under Regulations 29A of Takeover Code
Shareholder (to whom preferential allotment is made) should not have sold such shares during last 6 months (unless relaxed u/R 29A of SEBI Takeover Code).
Preferential Allotment should be completed WITHIN fifteen days from the passing of the resolution (unless relaxed u/R 29A of SEBI Takeover Code).
Copies of Certificate of Statutory Auditor of the Company (Pracitsing CA certificate is allowed only when relaxation u/R 29A of SEBI Takeover Code) certifying that such issue is in compliance with the requirements of the SEBI guidelines, has to be laid @ the General Meeting convened to get the approval for issue of shares.
In case of relaxations granted under Regulation 29A of SEBI Takeover Code, the requirements regarding pricing, lock-in, disclosures in explanatory statement and Certification shall not be applicable to preferential allotment of equity shares, fully convertible debenture and partly convertible debentures ONLY IF an adequate disclosure about the plan is given in the Explanatory Statement.
Exemption from Rule 19(2)(b)