XBRL filing for FY 2011-12 ended

MCA has vide its circular dated 6th July 2012 clarified that

1) there is no change in the applicability criteria for XBRL filing for the financial year ended 2011-12 i.e. listed companies, companies with paid-up share capital above Rs.5 crores or turnover above Rs.100 crores;
2) The taxonomy for XBRL filing which will be based on revised Schedule VI is not ready, so
3) No additional fees will be levied for filings done upto 15th November 2012 or 30 days from the date of AGM whichever is later. Since the AGMs will necessarily have to be held on or before 30th September 2012 for companies having 31st March as the financial year, the exemption is available upto 15th November 2012;

Copy of the MCA circular can be found here

Timeline for physical transfer of shares reduced

SEBI has vide its circular dated 5th July 2012 reduced the timeline for transfer of shares in physical form from 30 days to 15 days not only in equity segment, but also in SME listing segment as also in debt securities segment. This has been done in consultation with the Registrars Association of India, so henceforth the RTAs have to comply with this provision. Also the half yearly certificate under clause 47-C of the listing agreement will have to refer to the new timeline for transfer of shares. A copy of the SEBI circular can be found below

CIRCULAR
CIR/MIRSD/8 /2012            July 05 , 2012
To
All Recognized Stock Exchanges
All SEBI registered Registrars to an Issue and Share Transfer Agents
Sir / Madam,
Sub:  Reduction of Time-line for Transfer of Equity Shares and Prescription of
Time-line for Transfer of Debt Securities.
1. The listing agreement for equity shares prescribed under the Securities Contracts
(Regulation) Act, 1956 inter alia specifies a period of one month for registering
transfer of shares from the date of lodgment.  
2. With a view to expedite the transfer process in the interest of  the investors, it has
been decided, in consultation with Registrars Association of India (RAIN), Stock
Exchanges and market participants to reduce the time-line for registering the
transfer of shares to 15 days. The same time-line shall also be applicable for
transfer of debt securities.
 
3. Accordingly, all the recognized stock exchanges are directed 
a. to amend Clauses 3 (c) and 12A(3) of the listing agreement for equity
shares,
b. to amend Clauses 3(c) and 14(b) of the SME Equity listing agreement,
c. to incorporate the time-line of 15 days for  transfer of debt securities
and the provision for compensation  of the opportunity losses caused
during the period of delay in transfer, in the listing agreement for debt
securities, on the lines of the existing provisions in the listing
agreement for equity shares and SEBI Circular No.
SMDRP/POLICY/CIR-46/2001 dated September 27, 2001,
d. to amend any other clauses as applicable in the above listing
agreements.
4. All SEBI registered Registrars to an Issue and Share Transfer Agents are
directed to adhere to the above time-lines for transfer of shares and debt
securities. 
5. In view of the above, the time-line for transfer of shares and / or provision for
compensation for delay thereof, as referred to in SEBI Circulars No. RTI Circular ¼ããÀ¦ããè¾ã     
Page 2 of 2
  
No.1(2000-2001) dated May 09, 2001, SMDRP/POLICY/CIR-46/2001 dated
September 27, 2001 and PMD/RRTI/NB/22463/2002 dated November 20, 2002
stand modified. 
6. This circular is issued in exercise of powers conferred under Section 11(1) of the
Securities and Exchange Board of India  Act, 1992, to protect the interests of
investors in securities and to promote the development of, and to regulate the
securities markets and shall come into force with effect from October 01, 2012.
7. This circular is available on SEBI website (www.sebi.gov.in) under the categories
“Legal Framework” and “Circulars”.
Yours faithfully,
K. SARAVANAN
Deputy General Manager
Tel. No: 022-26449220

FDI Policy

RBI has issued a circular dated 28th June 2012 wherein it has made some changes in the FDI policy in the form of bringing in uniformity in sector classification in the FDI. A Copy of the said circular can be found here
The Annex A and B of Schedule I is the most important document of the FDI Policy as it gives the sectoral classification. I would have thought the RBI should have been more specific while issuing circulars and given exact changes made in the FDI policy.

RBI goes digital

At last RBI is going digital - i mean they are now implementing an online tracking system for the applications submitted to them under various provisions of FEMA - this will bring in the much needed transparency as well reduce unnecessary visits to their office to seek status of the applications. Details of their online system can be found here

Details of unpaid/ unclaimed dividend

MCA has come out with a notification dated 10th May 2012 here that every company shall within a period of 90 days after holding the annual general meeting file on the mca portal an e-form 5INV which shall give details of all the unpaid/ unclaimed dividends until the completion of the relevant 7 year period. The details shall be names & last known addresses of the shareholders, nature of amount (i.e. dividend, debenture, fixed deposit, interest etc), amount of unclaimed dividend, due date of transfer to IEPF etc. A proviso has been added that information for the year ended 31st March 2011 to be filed by 31st July 2012. On the basis of this information at the mca portal, shareholders can find out how much, if any, of their dividends they have not claimed and thereafter make application to the companies to claim that amount. Obviously it would apply only upto 7 years from the date of transfer to unclaimed account, after which it needs to be transferred to the IEPF.

Filing of event based forms

MCA had issued a circular dated 1/6/2011 wherein companies who were in default of filing their annual filings such as balance-sheet, annual return were debarred from filing any event related filings such as appointment of director, registration/ satisfaction of charges etc. This was a kind of arm twisting done by the MCA in order to ensure compliance by the companies. It worked!! Now looking at some general difficulties faced by stakeholders who have lent monies to the companies MCA has relaxed its stringent provisions by allowing filing of modification of charges under SARFEASI Act and satisfaction of charges. So it seems that where SARFEASI Act is not involved i.e. in general cases of modification of charges, this relaxation does not apply. How the form delineates that the charge is under SARFEASI or not remains to be seen. I suspect they will bring about changes in the form itself to provide for that. Copy of MCA circular can be seen here

Unauthenticated market related news or rumours

SEBI has sought to regulate/ control/ plug, (call it whatever), unregulated market related news or rumours that wreaks havoc on the stock markets and distorts the price and that too emanating from the market intermediaries through their employees using social media like blogs, messengers, chats etc. The first of such circulars issued here on march 23, 2011 lamented on the general lack of supervision at broker houses and gave a general guidance on steps to be taken such as laying down internal code of conduct, blocking access to blogs, chats, forums etc., having a log book for restricted access to such sites in office network, and that any market related news, rumours in his personal mail should be forwarded only after it has been seen and approved by the company's Compliance Officer. If an employee fails to do so, he shall be held in violation of the relevant SEBI Acts, rules etc. and be liable for necesary actions etc.

Subsequently SEBI brought in an addendum on March 24, 2011 here that even the Compliance Officer would be held liable for breach of duty with respect to the employee taking approval from the Compliance Officer for forwarding market related news/ rumours in his personal mail/ blog etc. It is not clear on what grounds the Compliance Officer would be held liable - for not putting in place necessary systems for securing approvals for forwarding mails or for approving the forwarding of mails which has related in distortion in market prices.

Recently SEBI brought in a faqs on the same subject, here which gives more clarifications on steps to be taken by the intermediaries. For eg. it clarifies that opinions/ views expressed by intermediaries would not amount to unrelated market news provided there is a demonstrable and rational basis to the opinions. Employees to receive formal trainings, intermediaries should define the scope of permitted and prohibited conduct when using tools such as e-mails, blogs etc. and periodic monitoring to be carried out by the compliance officer. Employees are required to clearly and unequivocably state in their communication to clients where it is an unrelated market news or rumours that it is so.

SEBI has therefore laid down guidelines on the circulation of news/ rumours in the social media such as blogger, facebook, twitter etc. A few days ago, there was a news report here that a CFO has been fired after his tweets moved the company's stocks. Probably that will be next logical step in the SEBI regulation ladder i.e. ensuring that company insiders do not use social media tools such as facebook, twitter irresponsibly. Nowadays tweets spread like wildfire and therefore it will not be in the interest of a company insider to say that tweets have a restricted audience. Retweets/ share ensure that audience is in the thousands.