Competition law applicability till date,sections w.e.f. 20th May 2009,including anti-competitive agreements & abuse of dominance,excepting combinations & CCI provisions

Competition Act, 2002, as amended by Competition (Amendment) Act, 2007 readwith The Competition Commission of India (Meeting for Transaction of Business) Regulations, 2009, The Competition Commission of India (General) Regulations, 2009 & The Competition Commission of India (Procedure for Engagement of Experts and Professionals) Regulations, 2009 were notified by CCI, including establishment of Competition Appellate Tribunal (CAT) in New Delhi.

Broadly, almost all the provisions of Competition Act are notified EXCEPT provisions regarding Combinations (Mergers, Amalgamations, Acquisitions & Takeovers - MAAT) & provisions before Competition Commission of India (CCI) benches.

Erstwhile, only the following provisions of Competition Act are effective –

	All definitions as contained in section 2
	Establishment of Competition Commission of India, Composition of Commission, Salary and allowances and terms and conditions of members of Commission – sections 7 to 15
	Appointment of Director General – section 16
	Appointment of Secretary, officers and employees of the CCI, Appointment of experts and professionals – section 17
	Commission to regulate its own procedure – section 36
	Competition Advocacy – section 49
	Finance, Accounts and Audit – sections 50 to 53
	Establishment of Competition Appellate Tribunal – section 53A and 53C to 53M
	Powers to Central Government, rule making powers, powers to make regulations etc. – sections 54 to 65

Source: http://www.dateyvs.com

Sections 3, 4, 18, 19, 21, 26, 27, 28, 32, 33, 35, 38, 39, 41, 42, 43, 45, 46, 47, 48, 54, 55 & 56 of Competition Act, 2002 are notified w.e.f 20^th day of May 2009 [Sections of Competition (Amendment) Notified w.e.f 20^th day of May 2009 vide Notification No. S.O. 1242(E) dated 15 May 2009]

Kindly note the following Sections of Competition Act, 2002 as amended by Competition (Amendment) Act, 2007 are notified Sections 3, 10, 13, 15, 16, 19, 20, 21, 25, 26, 28, 31, 33, 34, 35, 36, 38, 39 & 43, 53B, 53N, 53O, 53P, 53Q, 53R, 53S, 53T & 53U w.e.f 20^th day of May 2009 [Sections of Competition Act notified w.e.f 20^th day of May 2009 vide Notification No. S.O. 1241(E) dated 15 May 2009]

Establishment of Competition Appellate Tribunal (CAT) headquartered in New Delhi [Establishment of Competition Appellate Tribunal vide Notification No. S.O. 1240(E) dated 15 May 2009]

On combined reading, to understand the applicability of notified Competition Act till date, you can consolidate as follows:

The following Sections of Competition Act, 2002 were NOT notified,

Section 5, 6, 20, 29, 30 & 31 regarding regarding Combinations (Mergers, Amalgamations, Acquisitions & Takeovers – MAAT)

Sections 22, 23, 24, 25, 34, 37 & 44 regarding Competition Commission of India (CCI) benches, to award compensation, to review its orders, appeal, etc..

The following Sections of Competition (Amendment) Act, 2007 were NOT notified,

Sections 4, 5, 14 & 24 regarding Combinations (MAAT)

Sections 6, 7, 8, 9, 11, 12, 17, 18, 22, 23, 27, 29, 30, 32, 37, 44, 45, 46, 47, 48 & 49 regarding regarding CCI benches, appointment of Director general, secretary, experts, professionals, etc… to CCI,

Sections 40, 41 & 42 regarding funds, accounts & audit of CCI

Section 53A & 53C-M regarding Competition Appellate Tribunal (CAT)

Section 50 regarding repeal of Monopolies Restrictive Trade Practices Act, 1969 (MRTP).

 

To understand Competition Law as on May 2009 in detail, you may click Understand Competition Act, 2002, as amended by Competition (Amendment) Act, 2007 as notified by 2009 Notifications w.e.f. 20th May as to Agreements & Abuse of dominance

CCI Collegium Meetings with 6 regulations transact the business on the basis of information or reference & decided by majority

The Competition Commission of India (Meeting for Transaction of Business) Regulations, 2009 ( No. 3 of 2009) by way of Notification No R-40007/6/ Reg- Meeting/ Noti/ 04- CCI dated 22nd May 2009.

 

As you know, the Competition Commission (CCI) functions in the way of collegium (sitting for meetings) and decisions are based on majority, on receipt of Information [u/r 2(1) (e)] or Reference [u/r 2(1)(h)] unlike MRTPC sittings on applications.

 

Reg 3 - Meetings for transaction of business and their procedure. As per Reg 3, the meetings of the Commission (CCI) shall ordinarily be held at its head office situated in New Delhi Provided that the Commission may also hold meetings at its other offices or at any other place in India, whenever, in the opinion of the Commission, it is expedient to do so.  There is separate procedure for ordinary & special meetings. 

 

The power to regulate procedure & irregularity of procedure is given under Reg 4 & 5.

 

Reg 6 - Removal of difficulty: In the matter of implementation of these regulations, if any doubt or difficulty arises, the same shall be placed before the Commission and the decision of CCI thereon shall be final.

CCI logo in its general regulations 2009 with details about manner of conducting proceedings consisting of 54 regulations

The Competition Commission of India (General) Regulations, 2009;( No. 2 of 2009) by way of Notification No R-40007/6/ Reg- General/ Noti/ 04- CCI dated 22nd May 2009 with immediate effect.  Let us understand the scheme of the said regulations.

 

Competition Commission of India (CCI) unveils its New Seal & Emblem as per Regulation 4 read with the Annexure to this regulation.

Reg 2(1)(g) –> “media” includes newspapers, magazines, periodicals, journals, radio, cinema, television and internet.

 

Reg 2(1)(i) –> “Party” includes a consumer or an enterprise or a person defined in clauses (f), (h) and (l) of section 2 of the Act respectively, or an information provider, or a consumer association or a trade association or the Director General defined in clauses (g) of section 2 of the Act, or the Central Government or any State Government or any statutory authority, as the case may be, and shall include an enterprise against whom any inquiry or proceeding is instituted and shall also include any person permitted to join the proceedings or an intervener.

 

Reg 5 - The language of the Commission shall be English.

 

Reg 47 - Proceedings before Commission not to be open to public.

 

The regulation further provides for determination of holidays, computation of time, contents of information or reference & signing thereof, procedure for filing information or reference by registered post or courier or FAX or in electronic form as and when so desired by the Commission through a public notice,  powers & functions of Secretary to CCI, procedure for scrutiny of information or reference (See Regulation 15 for the time limits), CCI opinion on existence of prima facie case as per Regulation 16 (which may be determined by Preliminary Conference as per Regulation 17), investigation by Director General as per Regulation 20, procedure for inquiry as per Regulation 21, mode of service of notice (Reg 22), manner of filings before CCI (Reg 23), powers of CCI as per Reg 24 to 28. Reg 30 to 32 & Reg 44-45, manner of making submissions or arguments by parties before Commission (Reg 29), reference as per Reg 33 & 34, Confidentiality (with “restriction of publication claimed” in red ink on top of the first page) as per Reg 35,  Compliance of orders & effect of non-compliance, taking evidence, etc… is dealt from Reg 36 to 43, authorizing a representative to appear as per Reg 46, penalties & fees as per Reg 48 to 50.

 

Click here to understand Competition Act - http://thisisvj.googlepages.com/Competition.pdf

CCI to engage CS, CA, CWA, MBA, Lawyer & Economists specialising in Competition law with good academic record for sound packages

The Competition Commission of India (Procedure for Engagement of Experts and Professionals) Regulations, 2009 ( No1 of 2009) through Notification No R-40007/6/ Reg- Expert/ Noti/ 04- CCI dated 15th May 2009 with an immediate effect.  Let us understand the said regulation.

 

Reg 2(1)(e) –> “expert or professional” for the purpose of these regulations means a person of integrity and outstanding ability having special knowledge of, and experience in, economics, law, business or such other discipline related to competition as the Commission deems necessary to assist it in discharge of its functions under the Act.

 

Reg 5(1) - The experts and professionals to be engaged shall be classified on the basis of their qualifications and experience in the respective fields of specialization and/or the eminence in their professions as given in Schedule I, which lists qualifications such as Company Secretaries (with PMQ- Corporate Governance- Details - Brochure), Chartered Accountants with Post qualification course in International Trade Laws & WTO), Cost Accountants, Post Graduate in Economics (with Ph.d), B.L/LL.B (law graduate specailising in IPR, Competition & Trade Laws), MBA or post graduate diploma in business management (specialising in finance), engineering or medical or sciences with excellent academic record.  It aims at inducting professionals with sound knowledge in Mergers, Amalgamations & such other Corporate Restructuring matters.

 

Reg 5(2) - Subject to Reg 5(1) and depending upon the qualification, specialization and experience in respective disciplines, the experts shall be categorized into four levels as given in Schedule II, which is as follows:

 

Category of expert and professional	Preferred experience in years
Level I	UPTO 3 years
Level II	3 – 5 years
Level III	5 – 10 years
Level IV	10 – 15 years
Level V	15 – 30 years

 

Reg 6 - The remuneration to be paid by the Commission to different categories of experts and professionals shall be in accordance with Schedule III, which is as follows,

Level of expert and professional	Lumpsum monthly remuneration
I	Rs. 30,000 with 10% increase on completion of each year
II	Rs. 50,000 with 10% increase on completion of each year
III	Rs. 75,000 with 10% increase on completion of each year
IV	Rs. 1,00,000 with 10% increase on completion of each year
V	Rs. 1,25,000 with 10% increase on completion of each year

 

The experts and professionals shall ordinarily be engaged by the Commission (CCI) on contractual basis (with Confidentiality clause) for 3 months to 5 years as per Regulation 8 by sending offer letters for engagement by giving a time period of atleast 10 days to accept the offer and thereafter letter of engagement shall be issued by giving a time period of atleast 30 days to join.  CCI has the power, in addition to other remedies, to terminate the engagement as per Regulation 9 and may debar the expert from future engagement of the Commission.

 

As per Regulation 11, in the matter of implementation of these regulations, if any doubt or difficulty arises, the same shall be placed before the Commission and the decision of the Commission (CCI) shall be final.

SEBI clarification mandating to submit PAN card copy for registration of transfer of shares of a listed company

SEBI mandates submission of PAN card copy even for registration of physical transfer of share certificates of a listed company.

 

The Securities and Exchange Board of India (SEBI) vide circular ref. no. MRD/DoP/Cir-05/2007 dated April 27, 2007 made PAN the sole identification number for all participants transacting in the securities market, irrespective of the amount of such transaction.

In continuation of the aforesaid circular, it is hereby clarified that for securities market transactions and off-market/ private transactions involving transfer of shares in physical form of listed companies, it shall be mandatory for the transferee(s) to furnish copy of PAN card to the Company/RTAs for registration of such transfer of shares.

 

Source: PAN requirement for transfer of shares in physical form

SEBI IEPF notified to protect investors with 14 regulations, 2009, which also amends forfeiture of escrow in Takeover code

Securities and Exchange Board of India (Investor Protection and Education Fund) Regulations, 2009 by way of Notification No. LAD-NRO/GN/2009-10/05/163525 dated 19th May 2009 with immediate effect.

 

Yes, SEBI calls IEPF (under MCA) as IPEF by this regulation which has 14 regulations, divided into V Chapter with a Schedule for the purpose of listed companies.  Understand the said regulation now.

 

Reg 2(1)(e) ->‘Fund’ means the Investor Protection and Education Fund (IPEF) created by SEBI u/s. 11 (functions) of the SEBI Act.

As per Regulation 3, the Fund shall be deemed to have been established on 23rd day of July, 2007, by the order made by the Board under section 11 of SEBI Act.

 

Reg 2(1)(g) ->‘Legal proceedings’ MEANS any proceedings before a court or tribunal where 1000 (one thousand) or more investors are affected or likely to be affected by:-
(i) mis-statement, misrepresentation or omission in connection with the issue, sale or purchase of securities;
(ii) non-receipt of securities allotted or refund of application monies paid by them;
(iii) non-payment of dividend;

(iv) default in redemption of securities or in payment of interest in terms of the offer document;
(v) fraudulent and unfair trade practices or market manipulation;
(vi) such other market misconduct which in the opinion of the Board may be deemed appropriate;
BUT DOES NOT INCLUDE any proceeding where the Board is a party or where SEBI has initiated any enforcement action.

 

Reg 4 - The following amounts shall be credited to the Fund:-
(a) contribution as may be made by SEBI to the Fund;
(b) grants and donations given to the Fund by the Central Government, State Government or any other entity approved by the for this purpose;
(c) proceeds in accordance with the sub-clause (ii) of clause(e) of sub-regulation (12) and the sub- regulation (13)of regulation 28 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers-sast) Regulations, 1997;
(d) security deposits, if any, held by stock exchanges in respect of public issues and rights issues, in the event of de-recognition of such stock exchanges;
(e) amounts in the Investor Protection Fund and Investor Services Fund of a stock exchange, in the event of de-recognition of such stock exchange;
(f) interest or other income received out of any investments made from the Fund;
(g) such other amount as SEBI may specify in the interest of investors.

 

Reg 5 (1) The Fund shall be utilised for the purpose of protection of investors and promotion of investor education and awareness in accordance with these regulations.
(2) Without prejudice to the generality of the object in sub-regulation (1), the Fund may be used for the following purposes, namely:-
(a) educational activities including seminars, training, research and publications, aimed at investors;
(b) awareness programmes including through media - print, electronic, aimed at investors;
(c) funding investor education and awareness activities of Investors’ Associations recognized by SEBI;
(d) aiding investors’ associations recognized by the Board to undertake legal proceedings in the interest of investors in securities that are listed or proposed to be listed;
(e) refund of the security deposits which are held by stock exchanges and transferred to the Fund consequent on derecognition of the stock exchange as mentioned in Regulation 4(d) in case the concerned companies apply to SEBI and fulfill the conditions for release of the deposit subject to Regulation 6.
(f) expenses on travel of members of the Committee, who are not officials of SEBI, and special invitees to the meetings of the Committee, in connection with the work of the Committee;
(g) salary, allowances and other expenses of office of Ombudsman; and
(h) such other purposes as may be specified by the Board.

 

Reg 6 - The aid to investors’ associations, as referred to in clause (d) of sub-regulation (2) of Regulation 5, shall be given by SEBI in accordance with the guidelines made by it and subject to the following conditions:-
(a) that the aid shall not exceed 75% of the total expenditure on legal proceedings;
(b) such aid shall not be considered for more than one legal proceeding in a particular matter;
(c) if more than one investors’ association applies for seeking legal aid, the investors’ association whose application is received first, shall be considered for such aid.

 

Reg 7, 8, 9 & 10 deals with the constitution of Advisory Committee, its functions, meetings and meeting the expenses.

 

Reg 11 – The Accounts of the fund shall be maintained in accordance with the SEBI(Form of Annual Statement of Accounts and Records) Rules, 1994 as far as such rules apply, which shall be audited within 6 months of Financial Year.

 

Reg 12 & 13 deals with relaxation of regulation & delegation.

 

Reg 14 read with the Schedule to the Regulation deals with amendment to Regulation 28 of SEBI Takeover Code, which is as under:

(a) in sub-regulation (12) , for clause (e) , the following shall be substituted, namely:-
“(e) the entire amount to the merchant banker, in the event of forfeiture for nonfulfillment of any of the obligations under the Regulations, for distribution in the following manner, after deduction of expenses, if any, of the merchant banker and
the registrars to the offer, -
(i) one third of the amount to the target company;
(ii) one third of the amount to the Investor Protection and Education Fund established by the Board;
(iii) one third of the amount to be distributed pro-rata among the
shareholders who have accepted the offer.”
(b) in sub-regulation (13) , for the words “to the regional stock exchange of the target company, for the credit of the Investor Protection Fund or any other similar fund” appearing after the words “ proceeds thereof” the words “to the Investor Protection and Education Fund established by the Board” shall be substituted.

10&12th Standard Marks for 100% Company Secretary Course fees, says ICSI by Students Education Fund Trust scheme-60/75/90%

The Council of the Institute of Company Secretaries of India (ICSI) in its 182^nd meeting held on 31.08.2008 has approved creation of ‘ICSI Students Education Fund Trust’ (for details, click here) to financially assist the economically backward students as part of its social responsibility & to promote/ encourage academically bright students to attract the best available talent to the profession.

STAGE	CATEGORIES OF STUDENTS / ELIGIBILITY CRITERIA
	For Students with Family Income below Rs.60,000 per annum	For Students with Family Income above Rs.60,000 but below Rs.1,00,000 per annum	For Academically Bright Students without any limit on their Family Income
Foundation Programme	60% Marks in both Matriculation & Senior Secondary Stages	75% Marks in both Matriculation & Senior Secondary Stages	90% Marks in both Matriculation & Senior Secondary Stages
Executive Programme	60% Marks in both Matriculation & Senior Secondary Stages and  60% Marks in Bachelor’s Degree Stage	75% Marks in both Matriculation & Senior Secondary Stages and 60% Marks in Bachelor’s Degree Stage	90% Marks in both Matriculation & Senior Secondary Stages and 85% Marks in Bachelor’s Degree Stage

ECONOMICALLY BACKWARD STUDENTS WITH GOOD ACADEMIC RECORD &  ACADEMICALLY BRIGHT STUDENTS

Economically backward students securing 60% 0r 75% marks (as above) should submit the Income Certificate issued by the competent authority of the State / Central Government should be submitted.

Academically bright students & Economically backward students (without furnishing income certificate) may become eligible students under this scheme provided they secure 90% marks (as above).

Eligible Students shall be fully exempted from paying the Registration/ Admission Fee, Postal Tuition Fee, Exemption Fee and other fees normally required to be paid by the students at the time of admission & examination fees for the first attempt and first available opportunity to appear for CS exams.

This applies for the eligible students from Senior Secondary Stage to CS Foundation Programme and

• also for such students, the exemption from paying the Registration/ Admission Fee, Postal Tuition Fee, Exemption Fee and other fees normally required to be paid by the students at the time of admission to CS Executive Program PROVIDED they also pass CS Foundation Programme at their first attempt and first available opportunity to appear for CS exams.
• also for such students, the exemption from paying the Registration/ Admission Fee, Postal Tuition Fee, Exemption Fee and other fees normally required to be paid by the students at the time of admission to CS Professional Program PROVIDED they also pass CS Executive Programme at their first attempt and first available opportunity to appear for CS exams.

• SUBJECT TO OTHER SCHOLARSHIPS, if any.

   

  Students desirous of availing the financial assistance may submit their application in the prescribed format (please click here) along with all supporting documents, including Income Certificate & enclose copies of all relevant documents / certificates / marks sheets, duly attested by a Gazetted Officer/Member of the Institute to Director (Student Services), The Institute of Company Secretaries of India , C-37, Sector – 62, Noida – 201 309.

  I think, soon one can see, school students aiming their marks to get Company Secretary Course fee exemption, saying, I got This Much & I aim to become a Company Secretary !!! (like Doctors / Engineers having Cut-off marks)

  Enjoy CS Studies & Updates…Keep readin…

SEBI NISM Currency Derivatives Exam through BSE/NSE/MCX for brokers made mandatory to operate in securities market

Notification under Securities and Exchange Board of India (Certification of Associated Persons in the Securities Markets) Regulations, 2007

SEBI Notification No. LAD/NRO/GN/2009-10/04/163097 dated 13th May 2009

 

Yes, now Securities and Exchange Board of India (Certification of Associated Persons in the Securities Markets), Regulations, 2007 is made mandatory for approved users and sales personnel of trading members of the Currency Derivatives Segment of recognized stock exchanges vide SEBI (stock broker & sub broker) Regulations, 1992 to have a certification as per Notification NISM/Certification/Series-I: CD/2009/1 dated May 11, 2009 as conducted by National Institute of Securities Markets (NISM) of SEBI (Read FAQ) and anyone can register for this certification through Bombay Stock Exchange (BSE) or National Stock Exchange (NSE) or Multi Commodity Exchange (MCX).

 

FURTHER from the date of this notification a trading member of the Currency Derivatives Segment of a recognised stock exchange shall not engage or employ any approved user or sales personnel who does not have valid Series-I: CD certification by 10th August 2009.

 

The exams can be give in most of cities, refer relevant notification of stock exchange, for instance, click here for BSE.  For detailed Test Objectives for the NISM-Series-I: CD Examination click here or Annexure I and II.

Publishing, Printing – manufacture/service under Micro Small Medium Enterprises (MSMED) Act,2006 clarified

Categorisation of activities under manufacture or service under the MSMED Act, 2006

Whether Printing is a manufacture / service?  Whether Publishing is manufacture or service?

This always remained as a moot point, while categorising under MSMED Act, which provides different limits (link) for manufacturing and servicing industries.

Now, the Ministry of Micro, Small & Medium Enterprises has clarified that,

Manufacturing –

• Printing OR
• Printing & Publishing, as an integrated unit.

Service – Publishing.

Thus publishing per se is not manufacturing unless printing is also involved.  Printing per se is manufacturing.  Publishing per se is service.

Source: No.5(6)/2/2009-MSME POL dated 08/05/2009

As you know [MSMED]Small Scale Industry definition only under MSMED Act for IDRA too.

To understand all the notifications of industry, read Industries DIPP updates

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Understand 30 clauses of debt securities listing agreement with 2 parts & 5 annexures under securitised debt instruments regulations, 2008

Simplified Listing Agreement for Debt Securities

SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009

as amended SCRA enables, SEBI (Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008 from 26 may 2008 onwards, SEBI has issued Listing Agreement for debt securities w.e.f. 11th May 2009.

As per Regulation 2(1)(e) of the said regulations, Debt Securities MEANS a non-convertible debt security,

• which create/acknowledge indebtedness AND INCLUDES,
• debentures/bonds/other securities of body corporate/statutory body,
• whether constituting CHARGE on the assets OR not, BUT EXCLUDES,
• bonds issued by Government, Security Receipts (SR) & Securitised Debt Instruments.

The said listing agreement is divided into 2 parts with 30 clauses and 5 annexures.  Kindly note dematerialisation of securities is a pre-condition to listing as per Clause 24.

Part A - Minimum Incremental Disclosures, when equity of the issuer company is listed [Clauses 1 to 11].

Part B – Detailed Disclosures (though fewer than Equity Listing), in all other cases [Clauses 12 to 30].

Part A

(in case issuer’s equity securities are listed)

1. Issuer may, subject to the consent of the debenture trustee, send the information stipulated in Clause 2(a) to (d) in electronic form/ fax.  Issuer (NOT, bank/NBFC) to submit within 1 month a half yearly certificate regarding maintenance of 100% security cover in respect of listed secured debt securities as certified by Practising Company Secretary or practising Chartered Accountant.

2. Issuer (NOT, bank/NBFC) shall disclose EPS along with debt service coverage ratio & interest service coverage ratio in accordance with Clause 4 read with Annexures I, II & III in half yearly/annual results.

3. Issuer to create and maintain security ensuring 100% security cover for listed secured debt securities at all times as per Clause 5.

4. Issuer to send half-yearly report to Stock Exchange WITHIN 1 month of September & March, the details of payment of principal interest, alongwith such other details as per Clause 6.

5. Issuer to use ECS/RTGS/NEFT for the purpose of interest/redemption/repayment and also intimate the expected default as soon as it becomes apparent as per Clause 7 & 8.

6. Issuer to credit DEMAT account of allottees WITHIN 2 working days of allotment as per Clause 9.

7. In case of public issue & listing of debt securities, allotment or refund orders shall be given WITHIN 30 days of closure of public issue or pay interest @ 15% p.a. as per Clause 10.

Part B

(in case of NO listed equity securities or on delisting of equity securities)

1. Issuer to transfer unclaimed interest to IEPF and redeem listed securities on pro rata basis or by lots, UNLESS the issue provides otherwise as per Clause 12.
2. Issuer may, subject to the consent of the debenture trustee, send
   the information stipulated in Clause 13(a) to (d) in electronic form/ fax.  Issuer (NOT, bank/NBFC) to submit within 1 month a half yearly certificate regarding maintenance of 100% security cover in respect of listed secured debt securities as certified by Practising Company Secretary or practising Chartered Accountant.
3. Issuer agrees to send copies of Director’s Annual Report, Balance Sheet and Profit and Loss Account to Debenture Trustees, Stock Exchanges & on request to debt security holders as per Clause 15.
4. Issuer to use ECS/RTGS/NEFT for the purpose of interest/redemption/repayment and issue ‘payable-at-par’ warrants/ cheques for payment of interest and redemption and comply with such other requirements of SEBI/SCRA as per Clause 16.
5. Issuer to credit DEMAT account of allottees WITHIN 2 working days of allotment as per Clause 17.
6. In case of public issue & listing of debt securities, allotment or refund orders shall be given WITHIN 30 days of closure of public issue or pay interest @ 15% p.a. as per Clause 18.
7. Issuer shall promptly notify stock exchange of any change that would affect the rights and obligations of the holders of debt securities and any other information having bearing on the operation/performance of the Issuer as well as price sensitive information, including Clause 19 (a) to (n).
8. In case of book closure/record date, 7 clear working days advance notice to be given to stock exchange as per Clause 20.
9. Issuer to intimate any intention to issue new debt securities and also make listing application for the same.  Any material modification in terms of debentures requires prior approval of Stock Exchange as approved by Board of Directors & Debenture Trustees [Clause 21].
10. As per Clause 22, Issuer to designate the Company Secretary or any
    other person as Compliance Officer.
11. Annual listing fees to be paid on or before 30th April every year [Clause 23].
12. Issuer to send notice of meetings & half-yearly report to Stock Exchange WITHIN 1 month of September & March, the details of payment of principal interest, alongwith such other details as per Clause 27.
13. As per Clause 28, Issuer to give Annual Disclosures in Annual Report with respect to its parent & subsidiary companies along with Cash Flow Statement in accordance with AS-3.
14. The Issuer shall,  [Clause 29]
    • WITHIN 48 hours of the conclusion of the Board/Council/Sub Committee Meeting, publish the unaudited financial results in at least one English daily newspaper (which is signed by MD/Executive Director). 
    • Furnish Unaudited Financial Results (Ann I/II/III) to Stock Exchange WITHIN 1 month of half-year.
    • Furnish Limited Review Report (Ann IV/IV) by statutory auditors (PCA for Public Sector) to Stock Exchange WITHIN 1 month of the month of publication of Unaudited financials.
    • Issuer has the option to furnish audited report WITHIN 3 months of financial year (for last half-year) with advance intimation to stock exchange.
    • address qualifications in audit report, if any.

Issuer shall comply with the said agreement and all provisions of  securities laws.  ‘Securities Laws’ mean the SEBI Act, 1992, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and the provisions of the Companies Act, 1956 which are administered by SEBI under section 55A thereof, the rules, regulations, guidelines etc. made under these Acts and the Listing Agreement for debt securities.  Issuer also has the option to apply for relaxation of strict enforcement of provisions, in which case Stock Exchange may grant exemption with prior approval of SEBI.

Thus, now Debt Securities has a separate regulation and separate listing agreement.

[SEBI]Portfolio manager shall not maintain pool accounts after 10th May 2009&to keep client’s listed securities separately or stop dealing

Portfolio Managers shall keep every client’s listed securities separately on or before 10th May 2009 OR stop undertaking new clients for portfolio management services and submit monthly progress reports till they become fully compliant.

From 10th May 2009 onwards all the POOL ACCOUNTS of clients securities shall be FROZEN and there shall be NO fresh purchases EXCEPT FOR selling or transferring securities from the said account.

 

As per Regulation 16(8) of SEBI (PORTFOLIO MANAGERS) (AMENDMENT) REGULATIONS, 2008, every portfolio manager shall segregate each clients' listed securities and keep them separately before 10th February 2009, further, the second provisio to this regulation empowers SEBI to relax the said provision.  SEBI vide Circular No. IMD/CIR No.1/155740/2009 dated February 27, 2009 has extended the said time limit to 10th May 2009 and also mandated to furnish a compliance report to SEBI within a week of expiry of the above deadline.

Further, it stated that any non compliance after the extended period may attract penal action under the provisions of the SEBI Act, 1992 and the regulations framed there under.

In continuation of the above, SEBI vide circular no. IMD/PMS/2/2009/11/05 dated May 11, 2009 has been decided that those portfolio managers, who have not complied with the said requirement of Regulation 16(8) by the said deadline of May 10, 2009, shall immediately STOP undertaking new clients for portfolio management services till the time they become fully compliant with the said requirements.  Such portfolio managers shall submit a monthly progress report in regard to status of compliance.

Post the deadline of May 10, 2009, portfolio managers are also advised to comply with the following:
1. Client securities which are held in a pool account as on May 11, 2009 shall be frozen with respect to any further transactions.
2. Selling of securities, however, from such pool account shall be permitted
3. Transfer of securities from such pool account to respective client’s account shall also be permitted.
4. No fresh purchases on behalf of such clients should be made.
The above is without prejudice to SEBI’ s rights to take such actions against them for the said non-compliance as may be deemed appropriate in the matter.

Source: SEBI vide circular no. IMD/PMS/2/2009/11/05 dated May 11, 2009

[SEBI]FII allocation of government debt investment limit&link to FII section in SEBI website

This is in continuation of SEBI FII notification regarding allocation of debt investment limits vide FII’s rush with your debt request to SEBI tonight when clock ticks 23-59 PM IST

In the said notification, SEBI allocated USD 8 billion (out of 15 billion) limit as allotted to FII for debt investment through an open bidding platform as provided by Stock Exchanges as per Clause 3 of SEBI circular No. IMD/FII & C/37/2009 dated February 06, 2009.

As per Clause 3(h) of the said circular, no single entity shall be allocated more than Rs 10, 000 crores of the investment limit.  SEBI vide circular No. IMD/FII & C//2009 dated 12th May, 2009 has decided that,

• Unutilised investment limits for Government debts shall also allocated through open bidding platform as provided by Stock Exchanges as said above.
• No single entity shall be allocated more Rs.1,000 crores of the Government debt investment limit.

Source: SEBI vide circular No. IMD/FII & C//2009 dated 12th May, 2009

All the SEBI circulars on Foreign Institutional Investors (F.I.I/FII) is available in the FII section of SEBI website which can be accessed through http://www.sebi.gov.in/Index.jsp?contentDisp=Department&dep_id=10