Release of Foreign Exchange for Imports - Further Liberalisation

RESERVE BANK OF INDIA

Foreign Exchange Department

Central Office

Mumbai - 400 001

RBI/2011-12/404                                       February 21, 2012
A.P. (DIR Series) Circular No. 82

To
All Authorised Dealers in Foreign Exchange

Madam / Sir,

Release of Foreign Exchange for Imports – Further Liberalisation

1.Attention of all the Authorised Dealers (ADs) in foreign exchange is invited to the A.P.(DIR Series) Circular No. 106 dated June 19, 2003 in terms of which applications by persons, firms and companies for making payments, exceeding USD 500 or its equivalent towards imports into India must be made in Form A-1.

2. Based on suggestions received from the various stake holders, the said limit has been reviewed and it has been decided as a measure of liberalization to raise the above limit for foreign exchange remittance towards imports without any documentation formalities, from USD 500 or its equivalent to USD 5000 or its equivalent, with immediate effect.

3. It is clarified that the ADs need not obtain any document, including Form A-1, except a simple letter from the applicant containing the basic information viz., the name and the address of the applicant, name and address of the beneficiary, amount to be remitted and the purpose of remittance, as long as the exchange being purchased is for a current account transaction (and is not included in the Schedules I and II of the Foreign Exchange Management (Current Account Transactions) Rules, 2000 framed by Government of India vide Notification No. G.S.R.381 (E) dated May 3, 2000, as amended from time to time, the amount does not exceed USD 5000 or its equivalent and the payment is made by a cheque drawn on the applicant's bank account or by a Demand Draft.

4. Authorised Dealers may bring the contents of this circular to the notice of their constituents and customers concerned.

5. 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 are without prejudice to permissions / approvals, if any, required under any other law.

Yours faithfully,

(Rashmi Fauzdar)

Chief General Manager

Export of Goods and Services - Receipt of advance payment for export of goods Involving shipment (manufacture and ship) beyond one year

RESERVE BANK OF INDIA

Foreign Exchange Department

Central Office

Mumbai - 400 001

RBI/2011-12/ 403                                           February 21, 2012
A.P. (DIR Series) Circular No.81

To
All Category – I Authorised Dealer Banks

Madam / Sir,

Export of Goods and Services -

Receipt of advance payment for export of goods

Involving shipment (manufacture and ship) beyond one year

1.Attention of Authorised Dealer Category – I (AD Category I) banks is invited to the sub-regulation (2) of Regulation 16 of the Foreign Exchange Management (Export of Goods and Services) Regulations, 2000, notified vide Notification No.FEMA.23/RB-2000, dated 3rd May 2000, as amended from time to time, in terms of which prior approval of the Reserve Bank is required to be obtained by an exporter for receipt of advance where the export agreement provides for shipment of goods extending beyond the period of one year from the date of receipt of advance payment.

2. With a view to liberalizing the procedure, it has been decided to permit AD Category- I banks to allow exporters to receive advance payment for export of goods which would take more than one year to manufacture and ship and where the ‘export agreement’ provides for shipment of goods extending beyond the period of one year from the date of receipt of advance payment subject to the following conditions:-

i) the KYC and due diligence exercise has been done by the AD Category –I bank for the overseas buyer;

ii) compliance with the Anti Money Laundering standards has been ensured;

iii) the AD Category-I bank should ensure that export advance received by the exporter should be utilized to execute export and not for any other purpose i.e., the transaction is a bona-fide transaction;

iv) progress payment, if any, should be received directly from the overseas buyer strictly in terms of the contract;

v) the rate of interest, if any, payable on the advance payment shall not exceed London Inter-Bank Offered Rate (LIBOR) + 100 basis points;

vi) there should be no instance of refund exceeding 10% of the advance payment received in the last three years;

vii) the documents covering the shipment should be routed through the same authorised dealer bank; and

viii) in the event of the exporter's inability to make the shipment, partly or fully, no remittance towards refund of unutilized portion of advance payment or towards payment of interest should be made without the prior approval of the Reserve Bank.

3. Necessary amendments to the Foreign Exchange Management (Export of Goods and Services) Regulations, 2000, wherever necessary, are being issued separately.

4. AD Category - I banks may bring the contents of this circular to the notice of their constituents and customers concerned.

5. 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 are without prejudice to permissions / approvals, if any, required under any law.

Yours faithfully,

(Rashmi Fauzdar)

Chief General Manager

Exemption to specified persons from requirement of furnishing a return of income under section 139(1) for assessment year 2012-13

Section 139 of the Income-tax Act, 1961 - Return of Income - Exemption to specified persons from requirement of furnishing a return of income under section 139(1) for assessment year 2012-13

NOTIFICATION NO. 9/2012 [F. No.225/283/2011-ITA(II)], dated 17-2-2012

S.O........... (E). - In exercise of the powers conferred by sub-section (IC) of section 139 of the Income-tax Act, 1961 (43 of 1961), the Central Government hereby exempts the following class of persons, subject to the conditions specified hereinafter, from the requirement of furnishing a return of income under sub-section (1) of section 139 for the assessment year 2012-13, namely:-

1. Class of persons. -An individual whose total income for the relevant assessment year does not exceed five lakh rupees and consists of only income chargeable to income-tax under the following head,-

(A) "Salaries";

(B) "Income from other sources", by way of interest from a saving account in a bank, not exceeding ten thousand rupees.

2. Conditions,- The individual referred to in para 1,-

(i) has reported to his employer his Permanent Account Number (PAN);

(ii) has reported to his employer, the incomes mentioned in sub-para (B) of para 1 and the employer has deducted the tax thereon;

(iii) has received a certificate of tax deduction in Form 16 from his employer which mentions the PAN, details of income and the tax deducted at source and deposited to the credit of the Central Government;

(iv) has discharged his total tax liability for the assessment year through tax deduction at source and its deposit by the employer to the Central Government;

(v) has no claim of refund of taxes due to him for the income of the assessment year, and

(vi) has received salary from only one employer for the assessment year.

3. The exemption from the requirement of furnishing a return of income tax shall not be available where a notice under section 142(1) or section 148 or section 153A or section 153C of the Income-tax Act has been issued for filing a return of income for the relevant assessment year.

4. This notification shall come into force from the date of its publication in the Official Gazette.

■■

Notified Bonds and debentures of public sector companies under section 10 (15) (iv) (h)

Section 10(15), item (h) of sub-clause (iv) of the Income-tax Act, 1961 - Exemptions - Interest on bonds/debentures - Notified bonds/debentures of Public Sector Companies

Notification No. 7/2012 [F.No.178/56/2011-(ITA.I)], dated 14-2-2012

S.O. (E).- In exercise of the powers conferred by item (h) of sub-clause (iv) of clause (15) of section 10 of the Income-tax Act, 1961 (43 of 1961), the Central Government hereby authorises the Rural Electrification Corporation (hereinafter referred to as the entity), to issue, through a public issue, during the financial year 2011-12, tax free, secured, redeemable, non-convertible bonds of rupees 1,000 each, aggregating to rupees three thousand crores subject to the conditions specified namely:-

(a) Tenure of Bonds: The tenure of the bonds shall be ten years or fifteen years;

(b) Permanent Account Number (PAN): It shall be mandatory for the subscribers to furnish their PAN to the issuer;

(c) Rate of Interest: The interest on the bonds shall be not less than fifty basis points lower than the yield on the Government Securities of equivalent residual maturity as reported by the Fixed Income Money Market and Derivative Association of India, as on the last working day of the month immediately preceding the month of the issue of the bonds:

Provided that a higher coupon rate of up to 20 basis points may be offered to Retail Individual Investor vis-a-vis the rate offered to Qualified Institutional Buyers (QIBs), corporate and High Networth Individuals (HNIs):

Provided further that higher rate of interest shall not be available in case the bonds are transferred, except in case of transfer to legal heir in the event of death of the original investor:

(d) Commission on sale.- (i) the commission on sale shall be capped at a maximum of a flat fee of 1.25% of the issue size;

(ii) The flat fee shall include the total expense for the issue of bonds, including the expenses for advertisement, brokerage, printing, collection, canvassing charges, road shows and all other charges spent for this process.

(iii) Provided that the brokerage shall not exceed 0.15 per cent in the case of Qualified Institutional Buyers and corporate and 0.35 per cent in the case of High Networth Individuals.

(e) The benefit under the said section shall be admissible only if the holder of such bonds registers his, her or its name and the holding with the entity.

(f) The entity shall issue the bonds only by way of public issue, and not by way of private placement.

■■

Notified Bonds and debentures of public sector companies under section 10 (15) (iv) (h)

Section 10(15), item (h) of sub-clause (iv) of the Income-tax Act, 1961 - Exemptions - Interest on bonds/debentures - Notified bonds/debentures of Public Sector Companies

Notification No.6/2012 [F.No. 178/56/2011-(ITA.I)], dated 14-2-2012

S.O. (E).- In exercise of the powers conferred by item (h) of sub-clause (iv) of clause (15) of section 10 of the Income-tax Act, 1961 (43 of 1961), the Central Government hereby makes following amendment to the notification of the Government of India, Ministry of Finance (Department of Revenue), published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-section (ii), vide number S.O. 2210(E), dated the 23rd September, 2011, namely :-

In the said notification, in the Table, for serial number 2 and the entries relating thereto, the following serial number and entries shall be substituted, namely:-

S. No. (1)	Entities (2)	Aggregate Amount of Bonds (3)
"2.	Indian Railway Finance Corporation Ltd.	Rs. 7,000 crores"

Clarification - Purchase of Immovable Property in India – Reporting requirement

RBI/2011/12/399
A.P. (DIR Series) Circular No. 79

February 15, 2012

To

All
Authorised Dealers in Foreign Exchange

Madam /Sir,

Clarification - Purchase of Immovable Property in India –
Reporting requirement

1.Attention of Authorised Dealer Category-I banks is invited to Regulation 5 of Notification No. FEMA 21/2000-RB viz. Foreign Exchange Management (Acquisition and Transfer of Immovable Property in India), Regulations, 2000 dated May 3, 2000, as amended from time to time. In terms of the above Regulation, when a person resident outside India, who has established in India in accordance with the Foreign Exchange Management (Establishment in India of Branch or Office or other Place of Business) Regulations, 2000, a branch, office or other place of business, excluding a liaison office, acquires any immovable property in India in accordance with the provision of said regulation, the said person has to file with the Reserve Bank a declaration in the form IPI annexed to those regulations, not later than ninety days from the date of such acquisition. As the form is required to be submitted by such persons only, the form is suitably amended to reflect the position.

2.  It is clarified that the extant regulations do not prescribe any reporting requirements for transactions where a person resident outside India who is a citizen of India or a Person of Indian Origin (PIO) as defined in Regulation 2(c) of Notification No. FEMA 21/2000-RB, ibid, acquire/s immovable property in India in accordance with the said provisions of the aforesaid Notification. Form IPI has been, accordingly, amended for greater clarity.

3. Authorised Dealer Category-I banks may bring the contents of this circular to the notice of their constituents and customers concerned.

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

Yours faithfully,

(Meena Hemchandra)

Chief General Manager-in-Charge

Annex

[Annex to A.P. (DIR Series) Circular No. 79
dated February 15, 2012]

Form IPI

( See Regulation 5 )

Declaration of immovable property acquired in Indiaby a person resident outside India who has established in India a branch, office or other place of business, excluding a liaison office

Instructions:

1. The declaration should be completed in duplicate and submitted directly to the Chief General Manager, Foreign Exchange  Department, (Foreign Investment Division), Reserve Bank  of India , Central Office , Mumbai – 400001 within 90 days from the date of acquisition of the immovable property.
2. This form is not to be submitted by a person resident outside India who is a citizen of India or a Person of Indian Origin (PIO) acquiring immovable property in India under General Permission in accordance with Regulations 3 and 4 of Notification No. FEMA 21/2000-RB dated May 3, 2000.

Documentation:

Certified copies of letter of approval from Reserve Bank obtained under section 6(6) of FEMA, 1999 (42 of 1999).

1		Full name and address of the acquirer who has acquired the immovable property
2	(a)	Description of immovable property	(a)
	(b)	Details of its exact location stating the name of the state, town and municipal/survey number, etc	(b)
3	(a)	Purpose for which the immovable property has been acquired	(a)
	(b)	Number and date of Reserve Bank’s permission , if any	(b)
4		Date of aquisition of the immovable property
5	(a)	How the immovable property was acquired i.e. whether by way of purchase or lease	(a)
	(b)	Name , citizenship and address of the seller/lessor	(b)
	(c)	Amount of purchase price and sources of funds	(c)

I/ We
hereby declare that-

(a) the particulars given above are true and correct to the best of my/our knowledge and belief;

(b) no portion of the said property has been leased /rented to, or is otherwise being allowed to be used by, any other party.

-------------------------------------

(Signature of Authorised official)

Name:------------------------------

Designation:---------------------

Encls:

Stamp

Place: -------

Date:--------

Export of Goods and Services-Simplification and Revision of Softex Procedure

RESERVE BANK OF INDIA

Foreign Exchange Department

Central Office

Mumbai - 400 001

_________________________________________________

RBI/2011/12/400                                     February 15, 2012
A.P. (DIR Series) Circular No. 80

To
All Authorised Dealers in Foreign Exchange

Madam / Sir,

Export of Goods and Services-

Simplification and Revision of Softex Procedure

1.Attention of the Authorised Dealers is invited to Regulation 6 of the Notification No.FEMA 23/2000-RB dated May 3, 2000 viz. Foreign Exchange Management (Export of Goods and Services) Regulations, 2000, as amended by the Notification No.FEMA 36/2001-RB dated February 2, 2001, in terms of which designated officials of the Ministry of Information Technology, Government of India at the Software Technology Parks of India (STPIs) or at Free Trade Zones (FTZs) or Export Processing Zones (EPZs) or Special Economic Zones(SEZs), had been authorised to certify exports declared through SOFTEX Forms.

2. Considering the spurt in the volume of software exports from India in recent times, the complexity of work contracts involved, the voluminous nature of contract agreements and the duration involved in execution of each contract as well as the time-consuming process involved in the certification of SOFTEX forms, the matter was revisited and a revised procedure, given herein below, has now been finalised in consultation with the stakeholders involved.

3. As per the revised procedure, a software exporter, whose annual turnover is at least Rs. 1000 crore or who files at least 600 SOFTEX forms annually, will be eligible to submit a statement in excel format as per Annexure A, giving all particulars alongwith quadruplicate set of SOFTEX form to the nearest STPI. STPI will then verify the details and decide on a percentage sample check of the documents in details. Software companies will submit all the documents on demand to STPI within 30 days of their advice or any reasonable/extended time at the discretion of the Director, STPI, at the request from the exporter. STPI will thus certify the statement and SOFTEX forms in bulk on the “Top Sheet” regarding the values etc. and will thereafter forward the first copy of the revised SOFTEX format to the concerned Regional Office of RBI, the duplicate copy alongwith bulk statement in excel format to Authorised Dealers for negotiation / collection / settlement, the third copy to the exporter and the last copy will be retained by STPI for its own record. Under the revised procedure, the exporters, however, will have to provide information about all the invoices including the ones lesser than US$25000, in the bulk statement in excel format. [The revised procedure for submission of the Softex form and other relevant documents are detailed in the Annex.]

4. The new procedure will be effective initially in STPI Bangalore, Hyderabad, Chennai, Pune and Mumbai with effect from April 01, 2012. Based on the success in these centers, it would be adopted by all the STPIs and SEZ/ EPZ/ 100% EOU/ EHTP/ DTA units by June 2012.

5. Authorised Dealers may bring the contents of this circular to the notice of their constituents concerned.

6. 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 are without prejudice to permissions / approvals, if any, required under any other law.

Yours faithfully,

(Rashmi Fauzdar)

Chief General Manager

___________________________________________

ANNEX

[Annex to A.P. (DIR Series) Circular No. 80

dated February 15, 2012]

1. Revised Procedure : Reporting of Software exports to STPI

A. Periodicity – Monthly

B. Time period – Not later than 30 days from the close of the month in which the invoice is raised

C. Applicability – Software exporters with annual turnover in excess of Rs. 1,000 crore or submitting at least 600 Softex forms annually.

D. Softex Number – Softex number shall be allocated/issued centrally by RBI once a year based on the requirements of exporter which can be about 200,000 numbers to be used by large exporters for the year for all locations. If the softex numbers are exhausted, the exporter can apply again to RBI for allotment of number. Exporters can use the allocated Softex number either for each invoice or for a group of invoices with same currency of a particular customer. Softex number would be the control number for identifying any of the export transaction.

E. Details of information – As per the template in Annexure A, which will broadly cover information as under

i. Name and Address of the Exporter

ii. Letter of permission number and date

iii. Name of authorized data com service provider

iv. Import Export Code number

v. Software Export Declaration

vi. Details of Export of Software during the period

a) Period of submission i.e. Month name

b) SOFTEX Number

c) Name of Client

d) Address of Client

e) Country of Export

f) Invoice Number

g) Invoice Date

h) Project Code or Contract or Agreement or PO & Date

i) Type of Software Exported

j) Invoice Currency

k) Offshore Invoice value

vii. Details of billings on account of Royalty on Software Packages/products exported as per Annexure B

a) Period of submission i.e., Month name

b) SOFTEX Number

c) Name of Client

d) Address of Client

e) Country of Export

f) Invoice Number

g) Invoice Date

h) Unique internal Project Code or Contract/Agreement/PO Date

i) Invoice Currency

j) Offshore Invoice value

k) Details of Software Package(s)/product(s) exported

l) Royalty agreement details

1. % age and amount of royalty

2. Period of Royalty agreement

3. Mode of realisation of Royalty value

4. Calculation of Royalty amount

viii. The Authorized dealer’s name should be given in Section A of individual bulk statement itself along with email id (Annexure A & B). If there are multiple ADs, then exporter may provide full details - i.e., Details such as bank name, address and Authorized Dealer code plus

a) Details of Letter of Credit(L/C) facilty availed by the exporter

b) Details of Bank Guarantee taken by the exporter

c) Details of the Bank Accounts into which the transfer/remittance are received

ix. Email id of the Exporter shall be specified to which the attested Bulk Softex statement will be sent

F. Soft copy Submission – Software Exports Declaration in summary excel sheet with above details.

G. Hard copy submission – Covering letter along with summary sheet declarations and Annexure copies in quadruplicate. Copies of Softex forms, Invoices, SoW, MSA or any other document are not required to be submitted along with summary.

H. Additional Information – At the request of STPI, software exporter need to submit additional details about selected sample invoices within 30 days of the request or any reasonable extended time at the discretion of the Director , STPI at the request from the exporter.

I. Time Period for additional Information – STPI would do sample audit periodically but not during the period beyond six months, to make the records concurrent with the filing of the Softex. This however, doesn’t stop the regulator from asking old records as per FEMA.

J. STPI will send the attested Bulk Softex statement in hardcopy to software exporter and soft copy to RBI, Regional Office, Authorized Dealer and Exporter with password protection (to be provided by STPI)

K. Authorized Dealer will upload this information in their systems for further processing

L. Authorized Dealer will settle the Softex using AD internal control number based on details provided by Exporter on collections as per Annexure C

2. Reporting of Software export Realizations to Authorized Dealer (AD)

Software Exporters can have collection account overseas or get credit directly in the bank accounts maintained in India, where individual invoices raised on customers are collected. After meeting “onsite” branch expenses, as permitted by FEMA, net amount will be remitted to India. This would also include 100% realization of offsite exports.

A. Periodicity – Quarterly

B. Applicability – Software exporters with annual turnover in excess of Rs. 1,000 crore or submitting in excess of 600 Softex forms annually.

C. Details of information – As per Annexure C, which will cover information as under

i. Name and Address of the Exporter

ii. Import Export Code number

iii. Details of invoice wise collections (Attachment A)

a) SOFTEX Number

b) Name of Customer

c) Invoice Number

d) Invoice Date

e) Invoice Currency

f) Offshore Invoice value

g) Offshore Invoice value realized

h) Date of Realization of exports proceeds

i) Name of the Bank

j) Country of the Bank

iv. Details of Foreign Currency Inward Remittance in India(Attachment B). Authorized Dealers will give a control number for this Attachment B, which shall be used by them to settle all the softex forms in Attachment A

a) Inward remittance in India from overseas bank accounts

1. Name and address of the Authorized Dealer at which the amount has been received

2. Inward remittance details like FIRC number, date, amount and foreign currency

3. Name and address of the Overseas bank from which remittance has been effected

b) Direct Inward remittance in India from customers against exports of software

1. Name and address of the Authorized Dealer at which the amount has been received

2. Inward remittance details like FIRC number, date, amount and foreign currency

3. Name and address of the Customer from which remittance has been received

v. Documentation: FIRCs to be given to AD for endorsement along with above details

vi. Software exporters will furnish the credit notes to AD for invoices which have already been certified by STPI and settle the respective Softex forms.

3. Online Submission of Periodic Software Exports Declaration

STPI is in the process of computerizing the submission of Softex form. STPI would be required to ensure that the computerisation of the Softex forms and the populating of the data must be compatible to 'Softex Card Design' as detailed in Annexure E and be able to generate a report in 'ENC file format' as detailed in Annexure D

N.B. In the event of full computerisation at the STPIs, the exporters will upload their bulk statement to the STPI system which will be verified and certified by the STPI and the certified information will flow to RBI, Regional Office, Exporter as well as AD online. The data will eventually flow to DSIM, RBI for record with a copy retained at STPI.

Annexure

 

Amendments to the Equity Listing Agreement

Securities and Exchange Board of India

CIRCULAR

CIR/CFD/DIL/1/2012                                        February 8, 2012

To

All Stock Exchanges

Dear Sir/Madam,

Sub: Amendments to the Equity Listing Agreement

1. As part of SEBI’s endeavour to review the listing conditions, certain amendments are hereby carried out to the Equity Listing Agreement. The full texts of amendments to be effected in the Listing Agreements are given at Annexure-1. The gist of the amendments

are as under:-

a. Amendment to Clause 40A

In addition to the existing methods which listed company can adopt to achieve minimum public shareholding, the listed company may also achieve the minimum level of public shareholding through Institutional Placement Programme (IPP) in terms of Chapter VIII-A of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended.

Further, sale of shares by promoters through stock exchanges shall be now carried out in terms of SEBI circular CIR/MRD/DP/05/2012 dated February 1, 2012.

b. Amendment to Clause 43 & 43A

In order to enhance disclosure requirements, listed entities have been mandated to disclose utilization of funds raised upon conversion/ exercise of warrants issued along with public or rights issue of specified securities.

2. This circular shall be applicable with immediate effect.

3. The above listing conditions are specified in exercise of the powers conferred under Section 11 read with Section 11A of the Securities and Exchange Board of India Act, 1992. The said listing conditions should form part of the existing Listing Agreement of the stock exchange.

4. All stock exchanges are advised to ensure compliance with this circular and carry out the amendments in their Listing Agreement as per the Annexure to this circular.

5. This circular is available on SEBI website at http://www.sebi.gov.in/ under the categories “Legal Framework” and “Issues and Listing”.

Yours faithfully,

Sanjay Purao

Deputy General Manager

+91-22-26449612

sanjayp@sebi.gov.in

Annexure-1

Amendments to Listing Agreement

1. Sub-clause (ii)(c) of Clause 40A, shall be substituted by

“(c) sale of shares held by promoters through the secondary market in terms of SEBI circular CIR/MRD/DP/05/2012 dated February 1, 2012; or”

2. After sub-clause (ii)(c) of Clause 40A, the following sub-clause shall be inserted:

“(d) Institutional Placement Programme (IPP) in terms of Chapter VIIIA of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended.”

3. ‘The proviso’ and ‘Explanation to sub-clause (ii)(c) of Clause 40A, shall be omitted.

4. In Clause 43, a new sub-clause (d) shall be inserted:

“(d) The statement referred to in clause (a) shall also be given for warrants issued along with public or rights issue of specified securities”.

5. In Clause 43A, a new sub-clause (5) shall be inserted:

“(5) The statement referred to in clause (1) shall also be given for warrants issued along with public or rights issue of specified securities”.

Press Release: Railways Extend Advance Reservation Period to 120 Days

Railways Extend Advance Reservation Period to 120 Days

New Provision to be Effective from 10th March, 2012

The Ministry of Railways has decided to increase the advance reservation period for booking reserved train tickets from existing 90 days to 120 days on experimental basis (excluding the date of journey) w.e.f. March 10, 2012.

However, there will be no change in case of certain day-time express trains like Taj Express, Gomti Express etc. where lower time limits for advance reservations are at present in force. There will also be no change in case of the limit of 360 days for foreign tourists.

AKS/HK/LK/TR

(Release ID :80178)

SEBI (Buy-back of Securities) (Amendment) Regulations

THE GAZETTE OF INDIA

EXTRAORDINARY

PART –III – SECTION 4

PUBLISHED BY AUTHORITY

NEW DELHI, FEBRUARY 07, 2012

SECURITIES AND EXCHANGE BOARD OF INDIA

NOTIFICATION

Mumbai, the 7th February, 2012

SECURITIES AND EXCHANGE BOARD OF INDIA (BUY-BACK OF SECURITIES) (AMENDMENT) REGULATIONS, 2012.

LAD-NRO/GN/2011-12/36/3187 - In exercise of powers conferred by sub-section (1) of section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) read with clause (f) of sub-section (2) of Section 77A of the Companies Act, 1956 (1 of 1956) the Board hereby makes the following regulations to amend the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998, namely:-

1. These regulations shall be called the. Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2012.

2. They shall come into force on the date of their publication in the Official Gazette.

3. In the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998-

(i) in regulation 2, in sub-regulation (1),

(a) after clause (l), the following new clause shall be inserted, namely:-

“(la) „small shareholder‟ means a shareholder of a listed company, who holds shares or other specified securities whose market value, on the basis of closing price of shares or other specified securities, on the recognised stock exchange in which highest trading volume in respect of such security, as on record date is not more than two lakh rupee;”

(b) after clause (o), the following new clause shall be inserted, namely:-

“(p) 'working day' means any working day of the Board.”

(ii) In regulation 5, in sub-regulation (1) words and figures “Schedule I” shall be substituted with the words and figures “Schedule II, Part A”.

(iii) regulation 5A shall be substituted with the following, namely:-

“Board resolution

5A. A company, authorized by a resolution passed by the Board of Directors at its meeting to buy back its shares or other specified securities under first proviso to clause (b) of sub-section (2) of section 77A of the Companies Act, 1956, as inserted by the Companies (Amendment) Act, 2001, shall file a copy of the resolution, with the Board and the stock exchanges, where the shares or other specified securities of the company are listed, within two working days of the date of the passing of the resolution.”

(iv) in regulation 6,-

(a) for the full stop, the figure “:” shall be substituted.

(b) the following shall be inserted, namely:-

“Provided that fifteen percent of the number of securities which the company proposes to buy back or number of securities entitled as per their shareholding, whichever is higher, shall be reserved for small shareholders.”

(v) in regulation 7, in the opening sentence the words and figures “or the public notice under sub-regulation (1) of regulation 5A” and “or regulation 5A” shall be omitted.

(vi) in regulation 8,-

(a) sub-regulation (1), shall be substituted with the following namely:-

“(1) The company which has been authorised by a special resolution or a resolution passed by the Board of Directors at its meeting shall make a public announcement within two working days from the date of resolution in at least one English National Daily, one Hindi National Daily and a Regional language daily all with wide circulation at the place where the Registered office of the company is situated and shall contain all the material information as specified in Schedule II, Part A.”

(b) after sub-regulation (1), the following new sub-regulation shall be inserted, namely:-

“(1A) A copy of the public announcement along with the soft copy, shall also be submitted to the Board simultaneously through a merchant banker.”

(c) sub-regulation (2) and sub-regulation (3), shall be omitted.

(d) in sub-regulation (4),

(1) the words “seven working days” shall be substituted with the words “five working days”

(2) after the words “a draft letter of offer” and before words “containing disclosures”, the sign and words “, along with soft copy,” shall be inserted.

(e) sub-regulation (6), shall be substituted with the following, namely:-

“(6)The Board may give its comments on the draft letter of offer not later than seven working days of the receipt of the draft letter of offer: Provided that in the event the Board has sought clarifications or additional information from the merchant banker to the buyback offer, the period of issuance of comments shall be extended to the seventh working day from the date of receipt of satisfactory reply to the clarification or additional information sought: Provided further that in the event the Board specifies any changes, the merchant banker to the buyback offer and the company shall carryout such changes in the letter of offer before it is dispatched to the shareholders.”

(vii) regulation 9, shall be substituted with the following, namely:-

“(1) A company making a buyback offer shall announce a record date for the purpose of determining the entitlement and the names of the security holders, who are eligible to participate in the proposed buyback offer.

(2) The letter of offer along with the tender form shall be dispatched to the security holders who are eligible to participate in the buyback offer, not later than five working days from the receipt of communication of comments from the Board.

(3) The date of the opening of the offer shall be not later than five working days from the date of dispatch of letter of offer.

(4) The offer for buy back shall remain open for a period of ten working days.

(5) The company shall accept shares or other specified securities from the security holders on the basis of their entitlement as on record date.

(6) The shares proposed to be bought back shall be divided in to two categories; (a) reserved category for small shareholders and (b) the general category for other shareholders, and the entitlement of a shareholder in each category shall be calculated accordingly.

(7) After accepting the shares or other specified securities tendered on the basis of entitlement, shares or other specified securities left to be bought back, if any in one category shall first be accepted, in proportion to the shares or other specified securities tendered over and above their entitlement in the offer by security holders in that category and thereafter from security holders who have tendered over and above their entitlement in other category.”

(viii) in regulation 11, sub-regulation (2), shall be substituted with the following, namely:-

“(2) The company shall complete the verifications of offers received and make payment of consideration to those security holders whose offer has been accepted or return the shares or other specified securities to the security holders within seven working days of the closure of the offer.”

(ix) In regulation 15, clause (d) after the words “commencement of buyback” the words and figures “and shall contain disclosures as specified in Schedule II, Part B” shall be inserted.

(x) In regulation 17, in sub-regulation (2) words and figures “sub-regulation (5) of regulation 9” shall be substituted with the words and figures “sub-regulation (2) of regulation 11”.

(xi) in regulation 19, in sub-regulation (1), in clause (a) the words and figures “or public notice referred to in clause (a) of sub-regulation (1) of regulation 5A” shall be omitted.

(xii) Schedule I shall be omitted.

(xiii) Schedule II shall be substituted with the following, namely:-

“SCHEDULE II

CONTENTS OF THE PUBLIC ANNOUNCEMENT

1. The Public announcement shall be dated and signed on behalf of the Board of Directors of the company by its manager or secretary, if any, and by not less than two directors of the company one of whom shall be a managing director where there is one.

2. A full and complete disclosure of all material facts including the following shall be made:

Part A: Disclosures under Regulation 5(1) and 8(1)

i. Date of the Board meeting at which the proposal for buy back was approved by the Board of Directors of the company;

ii. Necessity for the buy back;

iii. Maximum amount required under the buy back and its percentage of the total paid up capital and free reserves;

iv. Maximum price at which the shares or other specified securities are proposed be bought back and the basis of arriving at the buyback price;

v. Maximum number of securities that the company proposes to buy back;

vi. Method to be adopted for buyback as referred in sub-regulation(1) of regulation 4;

vii. (a) the aggregate shareholding of the promoter and of the directors of the promoters, where the promoter is a company and of persons who are in control of the company as on the date of the notice convening the General Meeting or the Meeting of the Board of Directors;

(b) aggregate number of shares or other specified securities purchased or sold by persons including persons mentioned in (a) above from a period of six months preceding the date of the Board Meeting at which the buyback was approved till the date of notice convening the general meeting;

(c) the maximum and minimum price at which purchases and sales referred to in (b) above were made along with the relevant dates;

viii. Intention of the promoters and persons in control of the company to tender shares or other specified securities for buy-back indicating the number of shares or other specified securities ,details of acquisition with dates and price;

ix. A confirmation that there are no defaults subsisting in repayment of deposits, redemption of debentures or preference shares or repayment of term loans to any financial institutions or banks;

x. A confirmation that the Board of Directors has made a full enquiry into the affairs and prospects of the company and that they have formed the opinion-

(a) that immediately following the date on which the General Meeting or the meeting of the Board of Directors is convened there will be no grounds on which the company could be found unable to pay its debts;

(b) as regards its prospects for the year immediately following that date that, having regard to their intentions with respect to the management of the company‟s business during that year and to the amount and character of the financial resources which will in their view be available to the company during that year, the company will be able to meet its liabilities as and when they fall due and will not be rendered insolvent within a period of one year from that date; and

(c) in forming their opinion for the above purposes, the directors shall take into account the liabilities as if the company were being wound up under the provisions of the Companies Act, 1956 (including prospective and contingent liabilities); xi. A report addressed to the Board of Directors by the company‟s auditors stating that- (i) they have inquired into the company‟s state of affairs; (ii) the amount of the permissible capital payment for the securities in question is in their view properly determined; and (iii) the Board of Directors have formed the opinion as specified in clause (x) on reasonable grounds and that the company will not, having regard to its state of affairs, will not be rendered insolvent within a period of one year from that date.

Part B: Disclosures under Regulation 15(d)

In addition to the disclosures in Part A, the following disclosures shall be made:

i. Date of shareholders approval for buy back, if applicable;

ii. Minimum and maximum number of securities that the company proposes to buy back, sources of funds from which the buyback would be made and the cost of financing the buy back;

iii. Proposed time table from opening of offer till the extinguishment of the certificates;

iv. Process and methodology to be adopted for the buyback;

v. Brief information about the company;

vi. Audited Financial information for the last 3 years and the lead manager shall ensure that the particulars (audited statement and un-audited statement) contained therein shall not be more than more than 6 months old from the date of the pu blic announcement together with financial ratios as may be specified by the Board;

vii. Details of escrow account opened and the amount deposited therein;

viii. Listing details and stock market data:

(a) high, Low and average market prices of the securities of the company proposed to be bought back, during the preceding three years;

(b) monthly high and low prices for the six months preceding the date of the public announcement;

(c) the number of securities traded on the days when the high and low prices were recorded on the relevant stock exchanges during the period stated at (a) and (b) above;

(d) the stock market data referred to above shall be shown separately for periods marked by a change in capital structure, with such period commencing from the date the concerned stock exchange recognises the change in the capital structure.(e.g. when the securities have become ex-rights or ex-bonus) ;

(e) the market price immediately after the date of the resolution of the Board of directors approving the buy back; and

(f) the volume of securities traded in each month during the six months preceding the date of the public announcement along with high, low and average prices of securities of the company, details relating to volume of business transacted should also be stated for respective periods.

ix. Present capital structure (including the number of fully paid and partly paid securities) and shareholding pattern;

x. The capital structure including details of outstanding convertible instruments, if any post buyback;

xi. Aggregate shareholding of the promoter group and of the directors of the promoters, where the promoter is a company and of persons who are in control of the company;

xii. Aggregate number of shares or other specified securities purchased or sold by persons mentioned in clause xi above during a period of twelve months preceding the date of the public announcement; the maximum and minimum price at which purchases and sales referred to above were made along with the relevant dates;

xiii. Management discussion and analysis on the likely impact of buy back on the company‟s earnings, public holdings, holdings of NRIs/FIIs etc., promoters holdings and any change in management structure;

xiv. Details of statutory approvals obtained;

xv. Collection and bidding centres;

xvi. Name of compliance officer and details of investors service centres;

xvii. Such other disclosures as may be specified by the Board from time to time by way of guidelines.”

(xiv) Schedule III shall be substituted with the following, namely:-

“SCHEDULE III

[see regulation 8(4) ]

DISCLOSURES TO BE MADE IN THE LETTER OF OFFER

The letter of offer shall be dated and signed on behalf of the Board of Directors of the company by its manager or secretary, if any, and by not less than two directors of the company one of whom shall be a managing director where there is one.

The letter of offer shall, inter-alia, contain the following;

i. Disclosures in Schedule II;

ii. Disclaimer Clause as may be specified by the Board;

iii. Record date and ratio of buyback as per the entitlement in each category.”

U. K. SINHA

CHAIRMAN

SECURITIES AND EXCHANGE BOARD OF INDIA

Footnotes:

1. Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998, the principal regulations, were published in the Gazette of India on November 14, 1998; vide S.O. No. 975 (E).

2. It was subsequently amended –

(a) on September 21, 1999 by SEBI (Buy-Back of Securities) (Amendment) Regulations, 1999 vide S.O. 776 (E).

(b) on November 28, 2001 by SEBI (Buy-Back of Securities) (Amendment) Regulations, 2001 vide S.O. 1181(E).

(c) on June 18, 2004 by SEBI (Buy-Back of Securities) (Amendment) Regulations, 2004 vide S.O. 745 (E).

(d) on August 21, 2006 by SEBI (Buy-Back of Securities) (Amendment) Regulations, 2006 vide S.O. No. 1331 (E).

(e) on May 28, 2007 by SEBI (Buy-Back of Securities) (Amendment) Regulations, 2007 vide No.11/LC/GN/2007.

(f) on March 31, 2008 by SEBI (Payment of Fees)(Amendment) Regulations, 2008 vide F. No. 11/LC/GN/2008/21669.