Private Placement of NCDs by NBFCs

RBI revised its guidelines on private placement of Non-Convertible Debentures (NCDs) by Non-Banking Financial Companies (NBFCs) vide its circular dated 20th February, 2015.

Salient features of the guidelines are given below:

A. Guidelines on Private Placement of NCDs (maturity more than 1 year) by NBFCs:

1. NBFCs shall put in place a Board approved policy for resource planning which, inter-alia, should cover the planning horizon and the periodicity of private placement.

2. The issues shall be governed by the following instructions:

1. The minimum subscription per investor shall be Rs. 20,000 (Rupees Twenty thousand);
2. The issuance of private placement of NCDs shall be in two separate categories, those with a maximum subscription of less than Rs. 1 crore and those with a minimum subscription of Rs. 1 crore and above per investor;
3. There shall be a limit of 200 subscribers for every financial year, for issuance of NCDs with a maximum subscription of less than Rs. 1 crore, and such subscription shall be fully secured;
4. There shall be no limit on the number of subscribers in respect of issuances with a minimum subscription of Rs. 1 crore and above; the option to create security in favour of subscribers will be with the issuers. Such unsecured debentures shall not be treated as public deposits as defined in NBFCs Acceptance of Public Deposits (Reserve Bank) Directions, 1998.
5. An NBFC (excluding Core Investment Companies) shall issue debentures only for deployment of funds on its own balance sheet and not to facilitate resource requests of group entities / parent company / associates.
6. An NBFC shall not extend loans against the security of its own debentures (issued either by way of private placement or public issue).

3. Tax exempt bonds offered by NBFCs are exempted from the applicability of the circular.

4. For NCDs of maturity upto one year, guidelines on Issuance of Non-Convertible Debentures (Reserve Bank) Directions, 2010, dated June 23, 2010, by Internal Debt Management Department, RBI shall be applicable.

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FDI insurance notified

Ministry of Finance Press Release dated 20th february, 2015

The Indian Insurance Companies (Foreign Investment) Rules, 2015 have been notified by the Government of India under the powers conferred by Section 114 of the Insurance Act, 1938 read with clause (b) of sub-section (7A) of Section 2 of the Insurance Act, 1938 and Section 24 of the Insurance Regulatory and Development Authority Act, 1999. These Rules have been prepared based on extensive consultations with all the relevant Departments/Organisations. These Rules incorporate the recent amendments in the law into the standing/prevalent practices being followed hitherto with respect to the treatment of foreign investment in Indian Insurance Companies under extant applicable regulations and the FDI policy of Government of India. According to these rules, foreign equity investment cap of 49 per cent is applicable to all Indian insurance companies and they shall not allow the aggregate holdings by way of total foreign investment in their equity shares by Foreign Investors, including portfolio investors, to exceed forty-nine per cent of their paid-up equity capital and also shall ensure that ownership and control shall remain at all times in the hands of resident Indian entities as referred to in these rules. The foreign equity investment cap of 49 per cent shall also apply to Insurance Brokers, Third Party Administrators, Surveyors and Loss Assessors and other insurance intermediaries appointed under the provisions of the IRDA Act, 1999. As per these rules, Foreign Direct Investment (FDI) proposals up to 26 per cent of the total paid-up equity of the Indian Insurance Company shall be allowed on the automatic route, and FDI proposals which take the total Foreign Investment above 26 per cent and up to the cap of 49 per cent shall require FIPB approval. Further, Foreign Portfolio Investment in an Indian Insurance Company shall be governed by the provisions contained in the relevant sub-regulations/regulations under FEMA Regulations, 2000 and provisions of the Securities Exchange Board of India (Foreign Portfolio Investors) Regulations. Any increase of foreign investment of an Indian insurance company shall be in accordance with the pricing guidelines specified by Reserve Bank of India under the FEMA. These rules shall come into force from the date of their publication in the Official Gazette. A copy of these rules are also placed on the website of Department of Financial Services at www.financialservices.gov.in

Govt. e-Biz portal launched

Ministry of Commerce & Industry Press Release dated 19th Feb 2015

 

The Department of Industrial Policy and Promotion (DIPP), Ministry of Commerce & Industry today announced the launch of 11 Central Government Services on eBiz portal. These services are required for starting a business in the country - four services from Ministry of Corporate Affairs, two services of Central Board of Direct Taxes, two services of Reserve Bank of India and one service each from Directorate General of Foreign Trade, Employees’ Provident Fund Organisation and Petroleum & Explosives Safety Organisation.  A business-user today avails these services either from the portal of respective Ministry/Department or by physical submission of forms. With the integration of these services on eBiz portal, he/she can avail all these services 24*7 online end-to-end i.e., online submission of forms, attachments, payments, tracking of status and also obtain the license/permit from eBiz portal. 

Through eBiz portal, a business user can fill the eForms online/offline, upload the attachments, make payment online and submit the forms for processing of the department. He will be provided with copy of challan, which he can save or print, acknowledgement of submission and tracking of status of the form besides receiving sms alerts on important notifications. The certificate/clearance can be downloaded from eBiz. The eBiz platform, thus, enables a transformational shift in the Governments’ service delivery approach from being department-centric to customer-centric as a single window portal.

eBiz – India’s Government-to-Business (G2B) portal  was conceptualized with support from National Institute of Smart Government (NISG) as the consulting partner and developed by M/s. Infosys Ltd., Bangalore in a Public Private Partnership (PPP) Model for a period of 10 years. The first three years of the term would be the pilot phase, while the remaining seven years will be the expansion phase. During the pilot phase, 50 (26 central + 24 state) services are being implemented across ten pilot states viz., Andhra Pradesh, Delhi, Haryana, Maharashtra, Tamilnadu, Odisha, Punjab, Rajasthan, Uttar Pradesh and West Bengal. It is envisaged that during the next few years, more than 200 services related to investors and businesses will be rolled-out across the country.

One of the salient features of eBiz is its payment gateway solution. With integration of PSU banks, government fees are transferred on ‘T+1’ basis. For eBiz transactions, an electronic PAO system (ePAO) has been set up in DIPP which will make booking and reconciliation of all Central Government fees received through eBiz portal. The Comptroller General of Accounts has given approval to establish the electronic system of collection, apportionment and remittance of fees collected under the eBiz portal. It is for the first time in the country that collection of fees through credit and debit cards for different services have been permitted making it very convenient for business to deposit fees.

Speaking on the occasion the Minister of Finance, Corporate Affairs and Information & Broadcasting Shri Arun Jaitley, said, “We are firmly committed to wide-ranging initiatives aimed at fostering the business environment in the country in a holistic manner. Our approach includes leveraging technology to bring transparency, improve efficiency and promote convenience. eBiz is an important step in this direction. With the integration of 11 services, an important milestone in the electronic service delivery mechanism between the citizens’ and Governments Departments has been achieved”. The Minister of State (Independent Charge), Commerce & Industry Smt. Nirmala Sitharaman said “Now, irrespective of the level of computerization at the Department’s end, whether online or not, eBiz platform will provide end-to-end online submission and processing of forms including online payment. This marks the highest level of maturity in web-based eGovernance applications as it strives to achieve horizontal integration across various verticals of Central government, State governments and Para-statal agencies. The integrated payment gateway, which is also the first of its kind in the country, provides for debiting from and crediting to multiple sources in a completely automated manner. Such a gateway can serve as the universal gateway for all eGovernance applications. All that would be required is integration of the department or the particular service with the eBiz portal.” Also present in the function, the Minister of State (Independent Charge), Labour & Employment Shri Bandaru Dattatreya said “we had earlier launched the ‘Employer Registration’ service of Employees’ State Insurance Corporation on eBiz portal in December, 2014 and with today’s launch of Employees’ Provident Fund Organisation’s service, another milestone has been achieved by the Ministry in creating conducive atmosphere for doing business with ease in the country.”

 

 

 

List of 11 services

 

0S. No.	Ministry/ Dept. Name	Service  Name
1	Ministry of Corporate Affairs	Name Availability
2	Ministry of Corporate Affairs	Director Identification Number
3	Ministry of Corporate Affairs	Certificate of Incorporation
4	Ministry of Corporate Affairs	Commencement of Business
5	Central Board of Direct Taxes	Issue of Permanent Account Number (PAN)
6	Central Board of Direct Taxes	Issue of Tax Deduction Account Number (TAN)
7	Reserve Bank of India	Advanced Foreign Remittance (AFR)
8	Reserve Bank of India	Foreign Collaboration-General Permission Route (FC-GPR)
9	Employees’ Provident Fund Organization	Employer Registration
10	Petroleum and Explosives Safety Organization	Issue of Explosive License
11	Directorate General of Foreign Trade	Importer Exporter Code License

 

Online IEC application

From 1st January, 2015 all IEC (Importer Exporter Code) applications have to be made online. The Ministry of Commerce has laid down some procedural guidelines vide their circular dated 31st December, 2014. Some salient features of the guidelines are given in the Dept circular no. 15 dated 31st December, 2014 followed by another circular no. 17 dated 30th January, 2015

Part A: General Information:

1.      From 1.1.2015, all applications for IEC would be made in online mode only. All applicants will have to fill IEC application and also upload all required documents online.

2.      All IEC Certificates would also be issued by the concerned RA (with his digital signature) in digital format only. The applicant can take a print out of the digitally signed IEC, as and when required.

3.      Applicants with digital signatures would sign the application with their digital signature and submit the same online.

4.      In case the applicant does not possess digital signature, then he would be required to take a print out of the filled up application (without attachments), sign the same and submit it to the concerned RA, either by Post or at the counter.

5.      All applications must be processed and disposed within two working days of their receipt.

6.      RAs would record their observations with reference to the application, based on which either an e-IEC or a rejection letter, along with the reasons for rejection, would be issued. RA would also print the office note generated by the system on the application received for their office record.

7.      There is no provision for issue of deficiency letter in the new system. If the IEC application is rejected, the applicant would be required to file a fresh application.

8.      The authorised officer (not below the rank of FTDO) in the Regional Authorities (RAs) as in Appendix 1 of Handbook of Procedure (vol.1) (2009-2014) will be the competent authority to issue/reject applications for IEC.

Part B: What to Examine/Verify:

1.      Applicant entity’s details:

a)         In case of Proprietorship firms: To verify Name, Date of Birth and PAN, as filled in the application form and as mentioned in the uploaded PAN, from the website of Income Tax Department.

b)         In case of  Partnership firms : 

                                                        i.            To verify Name, Date of Incorporation and PAN of the entity, as filled in the application form and as mentioned in the uploaded PAN, from the website of Income Tax Department.

                                                      ii.            To verify Name, Date of Birth and PAN of the Partners as filled in the application form, from the website of Income Tax Department.

c)         In case the entity is Limited Liability Partnership/ Private/ Public/Govt. Undertaking / Section 25 Company:

                                                     i.               To verify Name, Date of incorporation and PAN of the entity, as filled in the application form and as mentioned in the uploaded PAN, from the website of Income Tax Department.

                                                   ii.               To verify and cross-check the number, names and other details of Partners/Directors from the LLPIN/CIN information available on the Ministry of Corporate Affair’s website.

d)            In case the entity is  a Registered Society/Trust or a HUF:

To verify Name, Date of incorporation and PAN of the Society/Trust as filled in the application form and as mentioned in the uploaded PAN, from the website of Income Tax Department.

2.     Applicant entity’s address verification: To verify the applicant entity’s address  cross-check the address as indicated in Part A (ii)  with that of the address as mentioned in the Sale deed (in case business premises is self-owned); or Rental / Lease Agreement (in case office space is rented/ leased); or  latest electricity /telephone bill.

3.    Verification of the bank details of the applicant entity: Name of the Account Holder, Account number, Bank’s name and Branch and IFS code as filled in by the applicant in Part A (viii) needs to be cross-checked from the cancelled cheque/ bank certificate as uploaded.

Part C: Procedure for verification of details from websites by RAs:

·         RAs can cross-check and verify Applicant entity's Name, Date of Birth/Date of Incorporation, PAN of the entity from the link as below:

https://incometaxindiaefiling.gov.in/e-Filing/Services/KnowYourPanLink.html

 

·         The LLPIN/CIN details of the Firm/Company may similarly be cross verified from the Ministry of Corporate Affair’s website: http://www.mca.gov.in/MCA21/Master_data.html , by taking the steps listed therein.

 

 

 

Online FDI application

Department of Economic Affairs, Ministry of Finance launched here today a new upgraded and secure user friendly web site for filing and processing of applications for Foreign Direct Investment (FD) requiring Government approval. Presently the applications are filed online at http://www.fipbindia.com which had limited features and processing capabilities.
The new website http://fipb.gov.in, which becomes operational from today, shall henceforth receive applications regarding FDI in approval route sectors. 
With the introduction of the new website, applicant will have to submit only SINGLE copy of the application for records with the FIPB Secretariat instead of 15-18 copies being  filed earlier.
The initiative is part of the Government’s ongoing efforts for Good Governance by enhancing transparency and accountability in its procedures and is a step towards Minimum Government and Maximum Governance. The innovative features of the website are:

(1) Global Reach -Apply from anywhere in the world! Access your status from anywhere in the world!
(2) E-communication – communication between the applicant, FIPB and other ministries/ departments is online.
(3) Quicker communication- All the correspondence including updates/ decisions are communicated through SMS/emails and thus eliminating physical delivery and loss of time due to postal delays.
(4) Less Paperwork – Single signed copy only needed (for record) instead of present multiple sets of the application.
(5) SMS/email alert- Regular alerts are sent to the applicants related to the queries raised by the administrative ministries, inclusion of the proposal in the scheduled FIPB meeting and decisions.
(6) Transparency and security- all transactions and correspondences are recorded online and are secure.
(7) Query module- Any doubts? A user can raise a query online which shall be replied by the relevant ministry

Import of Goods - liberalisation

RBI has vide its notification dated 12th February, 2015 done away with the requirement of filling and submitting form 1 to the RBI for payment for imports into India exceeding US$5000. The onus is now on the Authorised Dealers to satisfy themselves about the bonafides of the transaction before effecting the remittance.

Hitherto, form 1 was required to be submitted to the authorised dealers for all import payments above US$5,000/-. This is a major step towards liberalisation of the documentary procedures.

The salient features of the said RBI circular is given below:

Attention of Authorised Dealer Category – I (AD Category – I) banks is invited to the A.P.(DIR Series) Circular No. 82 dated February 21, 2012 in terms of which applications by persons, firms and companies for making payments, exceeding USD 5,000 or its equivalent towards imports into India must be made in Form A-1.

 

To further liberalise and simplify the procedure, it has been decided to dispense with the requirement of submitting request in Form A-1 to the AD Category –I Banks for making payments towards imports into India. AD Category –I may however, need to obtain all the requisite details from the importers and satisfy itself about the bonafides of the transactions before effecting the remittance.

Copy of the RBI circular can be found here i.e..http://www.rbi.org.in/scripts/NotificationUser.aspx?Id=9567&Mode=0

 

small company definition

Ministry of Corporate Affairs has brought in an amended definition of small company under the Companies Act, 2013. 

Hitherto small company was a company which had a paid up share capital of upto Rs.50 lakhs or turnover of Rs.2 crores.

Now by the amendment, the "or" has been substituted with "and" so that a small company will now be a company which satisfies both clauses i.e. paid up share capital of upto Rs.50 lakhs and turnover of upto Rs.2 crores. Confusing!! 

I frankly do not understand why they have brought in a definition of small company because the benefits of small company are only the following - (1) sec 2(40) they need not include cash flow statement (2) sec 92 annual return to be signed by a company secretary and if there is no company secretary by a director, which is a confusing section because the threshold limits for appointment of full time company secretary are above the small company limits. and (3) sec 173 they can hold only one Board meeting in each half of a calendar year.

Now they have amended definition to mean a small company as one which has both the elements i.e. paid up share capital and also turnover. 

If there is no fundamentally huge difference between a small company and a normal company, then why complicate matters.