Ocean's 8

One look at the star cast of Ocean's 8 and I am like "oh no" not her. But yeah Sandra Bullock was in the lead cast and more so as Danny Ocean's sister coming out of 5 years jail term. Danny has apparently died off in 2018. How Danny died is conveniently left out. So this is an all girls heist program to steal a diamond necklace off the neck of a model (Anne Hathaway) using the varied skills of an Indian diamantire, an African American hacker, a Chinese shoplifter - so you have all the markets covered - India, China, the African American - they left out Hispanics this time. Of all the cast Cate Blanchett was the only saving grace. Watch it at the risk of losing your nap time. Rating 1/5, frankly they should have killed the franchise then and there itself after Ocean's 13.

Delisting

SEBI (Delisting of Equity Shares) Regulations, 2015 has been amended vide SEBI circular dated 13th March, 2019 to allow promoter(s) / acquirer(s) to make “Counter offer”, in case price discovered through reverse book building is not acceptable to the promoter(s) / acquirer(s).

2. In order to implement the “Counter offer” process and to provide the framework, the “Timelines for Counter Offer Process” is enclosed as per Annexure – A.

3. Further, public announcement of counter offer shall also disclose the book value per share of the company.

4. Letter of offer for counter offer shall be in the abridged form containing the relevant details pertaining to the counter offer inter-alia including details of the counter offer, activity schedule etc.


Copy of the SEBI circular can be found here

foreign portfolio investors

SEBI has issued a circular dated 12th March, 2019 that all investments made by foreign portfolio investors in the debt markets shall henceforth be guided by RBI vide their guidelines on the subject. So FPI shall comply with the guidelines and instructions by RBI on this subject from time to time. But any non compliance with RBI instructions shall attract as per SEBI guidelines.

RBI has recently liberalised certain conditions for investment by FPIs in the debt markets and given more liberal limits thereto.

So does makes sense for the regulators to co-ordinate with each other and avoid duplication of regulations.

A copy of the SEBI circular can be found here

significant beneficial ownership

SEBI has vide its circular dated 12th March, 2019 modified its own circular dated 7th December, 2018 on the subject of significant beneficial ownership reporting guidelines. Basically they are aligning their regulations with those issued by MCA since MCA has modified its own guidelines in February, 2019. But the reporting format of SEBI is different from that of MCA, so I guess in case of listed companies they have to submit one format to SEBI while at the same other submit another set of format to the MCA.

Strange, and it goes under the name of "ease of doing business"

The SEBI circular can be found here

Responsible Business Conduct

PIB press release dated 13th March, 2019

Ministry of Corporate Affairs has revised the National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business, 2011 (NVGs) and formulated the National Guidelines on Responsible Business Conduct (NGRBC). These guidelines urge businesses to actualise the principles in letter and spirit.

These principles are:

1.      Businesses should conduct and govern themselves with integrity in a manner that is Ethical, Transparent and Accountable.

2.      Businesses should provide goods and services in a manner that is sustainable and safe

3.      Businesses should respect and promote the well-being of all employees, including those in their value chains.

4.      Businesses should respect the interests of and be responsive to all their stakeholders.

5.      Businesses should respect and promote human rights.

6.      Businesses should respect and make efforts to protect and restore the environment.

7.      Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and transparent.

8.      Businesses should promote inclusive growth and equitable development.

9.      Businesses should engage with and provide value to their consumers in a responsible manner.

The Ministry of Corporate Affairs has been taking various initiatives for ensuring responsible business conduct by companies. As a first step towards mainstreaming the concept of business responsibility, the 'Voluntary Guidelines on Corporate Social Responsibility’ were issued in 2009. These guidelines were subsequently revised as 'National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business, 2011 (NVGS)’ after extensive consultations with business, academia, civil society organisations and the government. The NVGs were developed based on India’s socio-cultural context and priorities as well as global best practices.

There have been various national and international developments in the past decade that have nudged businesses to be sustainable and more responsible, prior most being the United Nations Guiding Principles on Business & Human Rights (UNGPs).  These became the key drivers for further revision of the guidelines. Some of these include the thrust of Companies Act, 2013 (Act) on businesses to be more mindful of their stakeholders.  The Act casts fiduciary duties on the Directors of a Company (S. 166) requiring them to promote the objects of the company for the benefit of its members as a whole, and in the best interests of the company, its employees, the shareholders, the community and for the protection of environment. There was also a need to demonstrate more visibly India’s implementation of the UNGPs based on UNHRC’s ‘Protect, Respect & Remedy’ Framework and also make evident India’s commitment to Sustainable Development Goals (SDGs).

The Securities and Exchange Board of India (SEBI) through its ‘Listing Regulations’  in 2012 mandated the top 100 listed entities by market capitalisation to file Business Responsibility Reports (BRRs) from an environmental, social and governance perspective. These BRRs enabled business to demonstrate the adoption of the NVG principles and the attendant core elements with the intent of engaging businesses more meaningfully with their stakeholders going beyond regulatory financial compliance. This was extended to top 500 companies in FY 2015-16. This, for the first time, introduced voluntary sustainability reporting among companies in India which is still in a nascent stage.

In furtherance to updation of NVGs and formulation of the NGRBCs, the Ministry of Corporate Affairs has constituted the Committee on Business Responsibility Reporting (BRR) to develop BRR formats for listed and unlisted companies. Non-financial reporting is increasingly forming the basis for enhancing investor confidence in businesses and increasing their creditworthiness. The Committee is to develop comprehensive yet simple formats situating the various stakeholders at the center so as to not increase or duplicate reporting burden. The proposed formats are to reflect linkages to prevalent non-financial reporting formats, viz, Global Reporting Initiative (GRI), Integrated Reporting (IR) etc., and SDGs from a NGRBC perspective.

The Ministry of Corporate Affairs is also in the process of developing India’s National Action Plan on Business & Human Rights (NAP) in consultation with various Ministries and State Governments by 2020. A Zero Draft of India’s NAP demonstrating implementation of the three pillars of UNGPs has also been released and uploaded on the website of the Ministry.

gratuity - tax free

CBDT has vide its notification dated 8th March, 2019 enhanced the tax free limit for gratuity paid to an employee to Rs.20 lakhs. Earlier the limit was Rs.10 lakhs.

This notification comes into effect from 29th March, 2018 so it has retrospective effect.

Copy of the said notification can be found here

mutual funds

SEBI circular dated 8th march, 2019

Regulation 30 of SEBI (Mutual Funds) Regulations, 1996 (MF Regulations) on

Advertisement   material,

requires   Mutual   Funds   to   submit   to   SEBI,   the

advertisements issued

by

them,

within 7 days

fro

m the date of issue

.

2

.

In continuation to the various

Go Green initiatives in Mutual Funds, the Mutual

Funds are now advised to submit links to access the advertisements to be filed

under  the  MF  Regulations  by  sending  the  same  through  e

-

mail  to  SEBI  at

mf_advertisement@sebi.gov.in

.

However,    advertisement    materials    like

pamphlets may be submitted as attachment along with e

-

mail, if the size of the

attachment does not ex

ceed 250 KB.

3

.

Mutual  Funds  shall  however,

maintain  copy  of  advertisements  for  future

references.

4

.

While  sending  the  e

-

mail,  the  compliance  officer  of  respective  Mutual  Fund

shall  expressly  confirm  that  the  advertisement  is  in  compliance  with  the

Advertisement code specified in the sixth schedule

of the MF Regulations.

5

.

This circular shall come in force with immediate effect.

Regulation 30 of SEBI (Mutual Funds) Regulations, 1996 (MF Regulations) on

Advertisement   material,

requires   Mutual   Funds   to   submit   to   SEBI,   the

advertisements issued

by

them,

within 7 days

fro

m the date of issue

.

2

.

In continuation to the various

Go Green initiatives in Mutual Funds, the Mutual

Funds are now advised to submit links to access the advertisements to be filed

under  the  MF  Regulations  by  sending  the  same  through  e

-

mail  to  SEBI  at

mf_advertisement@sebi.gov.in

.

However,    advertisement    materials    like

pamphlets may be submitted as attachment along with e

-

mail, if the size of the

attachment does not ex

ceed 250 KB.

3

.

Mutual  Funds  shall  however,

maintain  copy  of  advertisements  for  future

references.

4

.

While  sending  the  e

-

mail,  the  compliance  officer  of  respective  Mutual  Fund

shall  expressly  confirm  that  the  advertisement  is  in  compliance  with  the

Advertisement code specified in the sixth schedule

of the MF Regulations.

5

.

This circular shall come in force with immediate effect.

1) Regulation 30 of SEBI (Mutual Funds) Regulations, 1996 (MF Regulations) on Advertisement material, requires Mutual Funds to submit to SEBI, the advertisements issued by them, within 7 days from the date of issue.

2. In continuation to the various Go Green initiatives in Mutual Funds, the Mutual Funds are now advised to submit links to access the advertisements to be filed under the MF Regulations by sending the same through e-mail to SEBI at mf_advertisement@sebi.gov.in. However, advertisement materials like pamphlets may be submitted as attachment along with e-mail, if the size of the attachment does not exceed 250 KB.

3. Mutual Funds shall however, maintain copy of advertisements for future references.

4. While sending the e-mail, the compliance officer of respective Mutual Fund shall expressly confirm that the advertisement is in compliance with the Advertisement code specified in the sixth schedule of the MF Regulations.

5. This circular shall come in force with immediate effect.

Copy of the said SEBI circular can be accessed here

white label ATMs

RBI circular dated 7th March, 2019

White Label ATM Operators have been allowed to

1. buy wholesale cash, above a threshold of 1 lakh pieces (and in multiples thereof) of any denomination, directly from the Reserve Bank (Issue Offices) and Currency Chests against full payment.
2. source cash from any scheduled bank, including Cooperative Banks and Regional Rural Banks.
3. offer bill payment and Interoperable Cash Deposit services, subject to technical feasibility and certification by National Payments Corporation of India (NPCI).
4. display advertisements pertaining to non-financial products / services anywhere within the WLA premises, including the WLA screen, except the main signboard. It shall be ensured that the advertisements running on the screen disappear once the customer commences a transaction.

Further, banks may issue co-branded ATM cards in partnership with the authorised WLA Operators and may extend the benefit of ‘on-us’ transactions to their WLAs as well.

5. All guidelines, safeguards, standards and control measures applicable to banks relating to (a) currency handling, and (b) cyber-security framework for ATMs, shall also be applicable to the WLA Operators.

RBI circular can be accessed here

company incorporation

MCA has vide its gazetted notification dated 6th March, 2019 amended the Companies (Incorporation) Rules, 2014 as follows:

1) Companies with authorised share capital of upto Rs.15 lakhs will to pay NIL fees to the MCA. This has been upped from Rs.10 lakhs previously.

2) Secondly, in case of shifting of the registered office from one state or union territory to another state, the newspaper advertisement regarding the shifting which is required to be given in form INC-26 need to be given in a vernacular newspaper with wide circulation in the state in which the registered office is situated. Earlier the word used was "widest", so its more of a drafting error which is being corrected.

MCA circular as above can be found at here 

Hazardous Waste

PIB press release dated 6th March, 2019

In order to strengthen the implementation of environmentally sound management of hazardous waste in the country, the Ministry of Environment, Forest and Climate Change has amended the Hazardous and Other Wastes (Management & Transboundary Movement) Rules, 2016 vide notification G.S.R.  G.S.R. XX (E), dated 01 March 2019.

The amendment has been done keeping into consideration the “Ease of Doing Business” and boosting “Make in India” initiative by simplifying the procedures under the Rules, while at the same time upholding the principles of sustainable development and ensuring minimal impact on the environment.

Some of the salient features of the Hazardous and Other Wastes (Management& Transboundary Movement) Amendment Rules, 2019 are as follows:

1. Solid plastic waste has been prohibited from import into the country including in Special Economic Zones (SEZ) and by Export Oriented Units (EOU).
2. Exporters of silk waste have now been given exemption from requiring permission from the Ministry of Environment, Forest and Climate Change.
3. Electrical and electronic assemblies and components manufactured in and exported from India, if found defective can now be imported back into the country, within a year of export, without obtaining permission from the Ministry of Environment, Forest and Climate Change.
4. Industries which do not require consent under Water (Prevention and Control of Pollution) Act 1974 and Air (Prevention and Control of Pollution) Act 1981, are now exempted from requiring authorization also under the Hazardous and Other Wastes (Management & Transboundary Movement) Rules, 2016, provided that hazardous and other wastes generated by such industries are handed over to the authorized actual users, waste collectors or disposal facilities.

Hedging of exchange rate risks

RBI has vide its circular dated 1st March, 2019 made operational guidelines for hedging of exchange rate risk by foreign portfolio investors using the VRR route for their debt investments.

Hedging of exchange rate risk by Foreign Portfolio Investors (FPIs) under Voluntary Retention Route

Purpose: To hedge the exposure to exchange rate risk on account of investments made under the Voluntary Retention Route (VRR)

Products: Forwards, options, cost reduction structures and swaps with Rupee as one of the currencies

Operational Guidelines, Terms and Conditions:

i. Authorised dealers may offer derivative contracts using any of the aforementioned products to eligible users under VRR or to its central treasury (of the group and being a group entity). Authorised dealers shall ensure that:

1. The FPI has an exposure to exchange rate risk on account of investments made under VRR.
2. The notional and tenor of the contract does not exceed the value and tenor of the exposure.
3. The same exposure has not been hedged with any other authorised dealer or on the exchange.
4. In cases where the value of the exposure falls below the notional of the derivative, the derivative should be suitably adjusted unless such divergence has occurred on account of change in market value of the exposure, in which case the FPI may, at its discretion, continue with the derivative contract till its original maturity.

ii. Authorised dealers shall allow FPIs to freely cancel and rebook the derivative contracts.

iii. Authorised Dealer shall ensure that all payables incidental to the hedge are met by the FPI out of repatriable funds and/or inward remittance through normal banking channels.

Copy of this said circular can be found here

Voluntary Retention Route

RBI circular dated 1st March, 2019 on allowing FPIs to invest in debt through the Voluntary Retention Route.

Voluntary Retention Route’ (VRR) for Foreign Portfolio Investors (FPIs) investment

Introduction

The Reserve Bank, in consultation with the Government of India and Securities and Exchange Board of India (SEBI), introduces a separate channel, called the ‘Voluntary Retention Route’ (VRR), to enable FPIs to invest in debt markets in India. Broadly, investments through the Route will be free of the macro-prudential and other regulatory norms applicable to FPI investments in debt markets, provided FPIs voluntarily commit to retain a required minimum percentage of their investments in India for a period. Participation through this Route will be entirely voluntary. The features of the Route are explained below in detail.

2. Definitions

i. ‘Committed Portfolio Size’ (CPS), for an FPI, shall mean the amount allotted to that FPI.

ii. ‘General Investment Limit’, for any one of the three categories, viz., Central Government Securities, State Development Loans or Corporate Debt Instruments, shall mean FPI investment limits announced for these categories under the Medium Term Framework, in terms of A.P. (DIR Series) Circular No. 22 dated April 6, 2018, as modified from time to time.

iii. ‘Minor violations’ shall mean violations that are, in the considered opinion of the custodians, unintentional, temporary in nature or have occurred on account of reasons beyond the control of FPIs, and in all cases are corrected on detection.

iv. ‘Related FPIs’ shall mean ‘investor group’ as defined in Regulation 23(3) of SEBI (Foreign Portfolio Investors) Regulations, 2014.

v. ‘Repo’ shall have the same meaning as defined in Section 45U (c) of RBI Act, 1934; and for the purpose of this regulation excludes repo conducted under the Liquidity Adjustment Facility and the Marginal Standing Facility.

vi. ‘Retention Period’ shall mean the time period that an FPI voluntarily commits for retaining the CPS in India.

vii. ‘Reverse Repo’ shall have the same meaning as defined in Section 45U (d) of RBI Act, 1934; and for the purpose of this regulation excludes reverse repo conducted under the Liquidity Adjustment Facility and the Marginal Standing Facility.

viii. ‘VRR-Corp’ shall mean Voluntary Retention Route for FPI investment in Corporate Debt Instruments.

ix. ‘VRR-Govt’ shall mean Voluntary Retention Route for FPI investment in Government Securities.

3. Eligible investors

Any FPI registered with SEBI is eligible to participate through this Route. Participation through this Route shall be voluntary.

4. Eligible instruments

1. Under VRR-Govt, FPIs will be eligible to invest in any Government Securities i.e., Central Government dated Securities (G-Secs), Treasury Bills (T-bills) as well as State Development Loans (SDLs). Under VRR-Corp, FPIs may invest in any instrument listed under Schedule 5 of Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2017 notified vide Notification No. FEMA.20(R)/2017-RB dated November 07, 2017, other than those specified at 1A(a) and 1A(d) of that Schedule.
2. Repo transactions, and reverse repo transactions.

5. Features

a. Investment through this Route shall be in addition to the General Investment Limit. Investment under this route shall be capped at Rs.40,000 crore for VRR-Govt and Rs.35,000 crore for VRR- Corp per annum, or such higher amount, as may be decided by the Reserve Bank from time to time. The investment limit shall be released in one or more tranches.

b. Allocation of investment amount to FPIs under this Route shall be made on tap or through auctions. Details of the auction mechanism are given in Appendix.

c. The mode of allotment, allocation to VRR-Govt and VRR-Corp categories and the minimum retention period shall be announced by the Reserve Bank ahead of allotment.

d. No FPI (including its related FPIs) shall be allotted an investment limit greater than 50% of the amount offered for each allotment by tap or auction in case there is a demand for more than 100% of amount offered.

e. The minimum retention period shall be three years, or as decided by RBI for each allotment by tap or auction.

f. FPIs shall invest the amount allocated, called the Committed Portfolio Size (CPS) in the relevant debt instruments and remain invested at all times during the voluntary retention period, subject to the following relaxations:

1. The minimum investment of an FPI during the retention period shall be 75% of the CPS (The flexibility for modulating investments between 75%-100% of CPS is intended to enable FPIs to adjust their portfolio size as per their investment philosophy).
2. The required investment amount shall be adhered to on an end-of-day basis. For this purpose, investment shall include cash holdings in the Rupee accounts used for this Route.

g. Amounts of investment shall be reckoned in terms of the face value of securities.

6. Management of portfolio

1. Successful allottees are required to invest 25% of their CPS within one month and the remaining amount within three months from the date of allotment. The retention period will commence from the date of allotment of limit.
2. Prior to the end of the committed retention period, an FPI, if it so desires, may opt to continue investments under this Route for an additional identical retention period. In that case, it shall convey this decision to its custodian.
3. In case an FPI decides not to continue under VRR at the end of the retention period, FPI may liquidate its portfolio and exit, or it may shift its investments to the ‘General Investment Limit’. This shifting would be subject to availability of limit under the ‘General Investment Limit’.
4. FPIs that wish to liquidate their investments under the Route prior to the end of the retention period may do so by selling their investments to another FPI or FPIs. However, the FPI (or FPIs) buying such investment shall abide by all the terms and conditions applicable to the selling FPI under the Route.
5. Any violation by FPIs shall be subjected to regulatory action as determined by SEBI. FPIs are permitted, with the approval of the custodian, to regularize minor violations immediately upon notice, and in any case, within five working days of the violation. Custodians shall report all non-minor violations as well as minor violations that have not been regularised to SEBI.

7. Other relaxations

1. Investments made through the Route shall not be subject to any minimum residual maturity requirement, concentration limit or single/group investor-wise limits applicable to corporate bonds as specified in paragraphs 4(b), (e) and (f) respectively of A.P. (DIR Series) Circular No. 31 dated June 15, 2018.
2. Income from investments through the Route may be reinvested at the discretion of the FPI. Such investments will be permitted even in excess of the CPS.

8. Access to other facilities

1. FPIs investing through the Route will be eligible to participate in repos for their cash management, provided that the amount borrowed or lent under repo shall not exceed 10% of their investment under VRR.
2. FPIs investing under this route shall be eligible to participate in any currency or interest rate derivative instrument, OTC or exchange traded, to manage their interest rate risk or currency risk.

9. Other operational aspects

1. Utilisation of limits and adherence to other requirements of this Route shall be the responsibility of both the FPI and its custodian.
2. Custodians shall not permit any repatriation from the cash accounts of an FPI, if such transaction leads to the FPI’s assets falling below the minimum stipulated level of 75% of CPS during the retention period.
3. Custodians shall have in place appropriate legal documentation with FPIs that enables them (custodians) to ensure that regulations under VRR are adhered to.
4. FPIs shall open one or more separate Special Non-Resident Rupee (SNRR) account for investment through the Route. All fund flows relating to investment through the Route shall reflect in such account(s).
5. FPIs shall also open a separate security account for holding debt securities under this Route.

---

Appendix

Auction process for allocation of investment amount under VRR

The auction process for allotment of investment amounts under VRR shall be as under:

a. An FPI shall bid two variables - the amount it proposes to invest and the retention period of that investment, which shall not be less than the minimum retention period applicable for that auction.

b. FPIs are permitted to place multiple bids.

c. The criterion for allocation under each auction shall be the retention period bid in the auction.

d. Bids will be accepted in descending order of retention period, the highest first, until the amounts of accepted bids add up to the auction amount.

e. Allotment at margin (i.e., at the lowest retention period accepted), in case the amount bid at margin is more than the amount available for allotment, shall be as below:

1. The marginal bid shall be allocated partially such that the total acceptance amount matches the auction amount.
2. In case there are more than one marginal bids, allocation shall be made to the bid with the largest amount, and then in descending order of amount bid until the acceptance amount matches the auction amount.
3. In case the amount offered is the same for two or more marginal bids, the amount will be allocated equally.

f. If an FPI has been allotted multiple bids in an auction, the CPS shall be reckoned for each bid separately.

g. FPI which has got CPS allocated under an auction will be eligible to participate in subsequent auction as well.

The RBI circular can be found here