Wednesday, April 9, 2008

Overseas Investments by Mutual Funds - Limit raised to US$7 bn

DEPUTY GENERAL MANAGER
INVESTMENT MANAGEMENT DEPARTMENT
SEBI/IMD/CIR No.2/122577/08
April 8, 2008

All Mutual Funds Registered with SEBI
Association of Mutual Funds in India (AMFI)

Dear Sirs,

Re: Overseas Investments by Mutual Funds

1. Please refer to clause 1 (a) of SEBI Circular SEBI/IMD/CIR No.7/104753/08
dated September 26, 2007 pertaining to overseas investments by mutual
funds.

2. In consultation with Govt. of India and RBI, it has now been decided to
enhance the aggregate ceiling for overseas investment to US$7 bn.

3. All other conditions specified in the above mentioned circular remain
unchanged.

4. These guidelines are issued in exercise of powers conferred under Section
11(1) of the Securities and Exchange Board of India Act, 1992 read with the
provisions of Regulation 77 of SEBI (Mutual Funds) Regulations, 1996.

Yours faithfully,
Ruchi Chojer

Changes in Clause 49 of the Listing Agreement - April 2008

SEBI/CFD/DIL/CG/1/2008/08/04

April 08, 2008




Corporate Governance in listed Companies – Clause 49 of the Listing Agreement



SEBI, vide circular SEBI/CFD/DIL/CG/1/2004/12/10 dated October 29, 2004, issued the revised clause 49 of the listing agreement, which has come into effect from January 1, 2006.



SEBI had received requests/suggestions to bring about clarifications on certain provisions of the clause. After examining the same, it has been decided to modify the existing Clause 49 by including the following provisions:



Mandatory provisions:



1. If the non-executive Chairman is a promoter or is related to promoters or persons occupying management positions at the board level or at one level below the board, at least one-half of the board of the company should consist of independent directors.

2. Disclosures of relationships between directors inter-se shall be made in specified documents/filings.

3. The gap between resignation/removal of an independent director and appointment of another independent director in his place shall not exceed 180 days. However, this provision would not apply in case a company fulfils the minimum requirement of independent directors in its Board, i.e., one-third or one-half as the case may be, even without filling the vacancy created by such resignation/removal.

4. The minimum age for independent directors shall be 21 years.



Non-mandatory provisions:

The company shall ensure that the person who is being appointed as an independent director has the requisite qualifications and experience which would be of use to the company and which, in the opinion of the company, would enable him to contribute effectively to the company in his capacity as an independent director.

In view of the above, certain changes have to be incorporated in Clause 49, details of which are placed in Annexure I.


ANNEXURE I



Clause 49 of the Listing Agreement shall be amended as follows –



1. In item (I),

(a) in para (A),

(i) after sub-clause (ii), the following proviso shall be inserted, namely:–

“Provided that where the non-executive Chairman is a promoter of the company or is related to any promoter or person occupying management positions at the Board level or at one level below the Board, at least one-half of the Board of the company shall consist of independent directors.”



(ii) in sub-clause (iii),

(A) in point (e), the word “and” occurring after “director;” shall be omitted;



(B) after point (f), the following shall be inserted, namely:-

“(g) is not less than 21 years of age.”



(b) in para (C), after sub-clause (iii), the following sub-clause shall be inserted,
namely:-

“(iv) An independent director who resigns or is removed from the Board of the Company shall be replaced by a new independent director within a period of not more than 180 days from the day of such resignation or removal, as the case may be:

Provided that where the company fulfils the requirement of independent directors
in its Board even without filling the vacancy created by such resignation or removal, as the case may be, the requirement of replacement by a new independent director within the period of 180 days shall not apply.”



2. In item (IV), in para (G), after sub-clause (i), the following sub-clause shall be inserted, namely: –

“(ia) Disclosure of relationships between directors inter-se shall be made in the Annual Report, notice of appointment of a director, prospectus and letter of offer for issuances and any related filings made to the stock exchanges where the company is listed.”



3. In Annexure 1D under the heading “Non-Mandatory Requirements”, for item no. 1, the following shall be substituted, namely:-

“1. The Board - A non-executive Chairman may be entitled to maintain a Chairman’s office at the company’s expense and also allowed reimbursement of expenses incurred in performance of his duties. Independent Directors may have a tenure not exceeding, in the aggregate, a period of nine years, on the Board of a company. The company may ensure that the person who is being appointed as an independent director has the requisite qualifications and experience which would be of use to the company and which, in the opinion of the company, would enable him to contribute effectively to the company in his capacity as an independent director.”


Circular issued by

Parag Basu

General Manager

Corporation Finance Department

Division of Issues and Listing-II

Phone: +91 22 2644 9360

Fax: +91 22 2644 9016. Email: paragb@sebi.gov.in

Wednesday, April 2, 2008

SEBI Proposal on Sales Practices of Stock Brokers

31 march 2008

PROPOSED POLICY FOR IMPROVEMENT IN SALES PRACTICE BY THE
MEMBERS OF THE STOCK EXCHANGES

Introduction

SEBI has received suggestions for further improvement in sales practices
followed by the trading members of the Stock Exchanges. It is observed that the
code of conduct mentioned in the SEBI (Stock-brokers and Sub-brokers)
Regulations, 1992 as well as the bye laws/circulars/rules/regulations of the
exchanges lay down guidelines in respect of sales practices.

The matter was discussed with the Stock exchanges. It is felt that there is a need
to enhance the regulatory framework and also to create a sense of awareness
among investors in this regard. Accordingly, based on the suggestions received
from exchanges, it is proposed that brokers adopt the guidelines prescribed
below:

1. Strengthening KYC Norms

a) The Exposure/Turnover limit given by the trading members should be
commensurate with the financial details of the clients reported in the
KYC. The said limit to be specified in the KYC and strictly adhered to
or the details in KYC to be suitably modified.

b) Only person with financial standing at least comparable to that of the
client he is introducing should be accepted as introducer. The
documents such as PAN Card, Income Tax Return / Proof of residence
etc to be maintained alongwith the KYC of the client to whom he is
introducing.

2. Work history & background of the Trading Member

a) Trading Members may be required to inform the clients (upfront at the
time of entering into Member-Client agreement) about work history &
background of their firm.

b) Actions against the trading member for non-compliance/breach of
regulatory requirements, investor grievances & arbitration cases filed,
pending etc. may be disclosed.

3. Sales practices

a) Trading members owe their clients a duty to provide suitable
investment advice in the best interest of the clients. The basis of sales
efforts should reasonably represent fair treatment for the persons
towards whom the sales efforts are directed.

b) While recommending purchase or sale of any security / derivatives
contract to a client, trading member shall have reasonable grounds for
believing that the recommendation is suitable for such client on the
basis of the facts disclosed by such client as to his / her financial
position, other security holdings, past investment experience & pattern
and investment needs.

c) Prior to the execution of transactions on behalf of a non-institutional
client, trading member shall make reasonable efforts to obtain the
following information regarding the client

• Financial status
• Investment objectives
• Past investment experience & pattern
• Risk appetite of the client.
• Such other information considered to be reasonable by the
trading member

d) Trading members shall not recommend to any client any transactions
unless they have reasonable grounds for believing that the entire
recommended transaction is not unsuitable for the client, based on the
information provided by the client and after reasonable enquiry by the
trading member.

e) Trading members shall ensure that the client is adequately informed of
the nature and the implication of the recommended transactions and
the facts or circumstances which the client needs to know in order to
make informed purchase or sale decision.

f) Trading members shall also assure themselves that the client
understands the risks involved in such orders and has sufficient
networth to be able to assume the risks and bear the potential losses if
such orders result in trades.

g) Trading members shall not recommend to their clients securities or
derivative contracts on such securities in a concentrated manner,
which represents a subjective or arbitrary supply of information.

h) Trading members shall also ensure timely execution of such
transactions of their clients so as to ensure best available price for the
client.

4. Excessive trading activity

a) Trading members shall not encourage or induce excessive trading or
speculative activity in a client’s account which is not in accordance with
the objectives, risk appetite and financial situation of the client
involved.

5. Fair dealing with customers with regard to derivative products or new
financial products

a) Trading members shall ensure fair dealing with customers when
making recommendations or accepting orders for derivatives contracts
and new financial products.

b) As new products are introduced from time to time, it is imperative that
trading members make every effort to familiarize themselves with each customer’s financial situation, trading experience, and ability to meet
the risks involved with such products and to make every effort to make
customers aware of the pertinent information regarding such products.

c) The clients may be required to have certain minimum amount of networth
(e.g.5 lacs) for trading in Derivative Segment. A net-worth
certificate from a practicing Chartered Accountant or acknowledgement
for I.T. return filed should be accepted in this regard.

d) While registering any client for Derivative Segment, apart from signing
a Risk Disclosure Document, the trading member also should ensure
that adequate training vis-à-vis risk associated (including margin
requirement) with Derivative Segment is imparted to the clients.

6. Conflicts of interest

a) Trading members must maintain Chinese wall among its various
activities such as proprietary trading, investment banking, research etc.

b) No trading member may directly or indirectly offer favorable research
or a specific price target to a company as consideration or inducement
for the receipt of business or compensation.

c) Trading members shall ensure that no research analyst may purchase
or sell any security issued by a company that the research analyst
follows or derivative of such security, for a period beginning 30
calendar days before and five calendar days after the publication of a
research report concerning the company.

d) Trading member shall ensure that no research analyst may purchase
or sell any security or derivative of such security in a manner
inconsistent with the research analyst’s recommendation as reflected
in the most recent research report published by the member.

e) A member must disclose in research reports and a research analyst of
the trading member must disclose in public appearances:

(a) if the research analyst or a member of the research analyst’s
household has a financial interest in the securities of the subject
company, and the nature of the financial interest (including,
without limitation, whether it consists of any option, right,
warrant, future, long or short position)

(b) any other actual, material conflict of interest of the trading
member or research analyst of which the trading member knows
or has reason to know at the time of publication of the research
report.

7. Record Keeping

a) Trading members shall establish and maintain procedures to ensure
that sufficient information is recorded and retained about their business and clients for enabling themselves to justify the risk profiling of their
clients and the suitability of any advice given.

8. General obligations

a) Fictitious accounts: Trading members shall not allow establishment of
fictitious accounts in order to execute transactions which otherwise
would be prohibited or to disguise such transactions.

b) Unauthorized transactions: Trading members shall not cause to
execute transactions which are not explicitly authorized by the client
concerned.

c) Misuse of customers’ funds or securities: Trading members shall not
use clients’ funds and / or securities otherwise than as prescribed in
the rules, bye-laws, regulations and circulars issued there under.

d) Front running: Trading members shall not execute transactions for own
account in securities ahead of making recommendations to their clients
in such securities. Trading members shall also have adequate systems
in place to maintain the confidentiality of the information about their
dealing by their clients.

e) Trading members or their representatives shall not indulge in any
fraudulent activities, such as forgery, non-disclosure or misstatement
of material facts, manipulations and various deceptions. Making,
directly or indirectly, any false or misleading advertisement or any
untrue statement of a material fact, constitutes a fraudulent, deceptive
or manipulative act on the part of trading members.

Comments/suggestions are invited on the above proposals.
Comments/suggestions may be sent to the address mentioned below to Mr.
Susanta Kumar Das, Assistant General Manager, Integrated Surveillance
Department, SEBI before April 15, 2008.


Integrated Surveillance Department
SEBI Bhavan, 6th Floor, A-Wing
Plot No.: C4-A, “G” Block
Bandra Kurla complex
Mumbai-400 051
Comments/suggestions may also be emailed to susantad@sebi.gov.in or to
sunilk@sebi.gov.in before April 15, 2008.

http://www.sebi.gov.in/commreport/sales.pdf

Document filing fee for public issue

31 March 2008

SEBI issued a clarification that ad valorem fee for filing offer document in case of public issue has been reduced from 0.1 % at present to 0.025% of the issue size. there was an error in earlier PR communication

Friday, March 14, 2008

Merchant Bankers should not demand for photocopy of PAN card

SEBI PRESS RELEASE

PR No.88/2008

SEBI instructs Merchant Bankers not to demand for photocopy of PAN card along with Public Issue applications



It has been clarified to all registered Merchant Bankers that, the practice of requiring public issue applicants to attach photocopies of PAN cards with the application form has not been mandated by SEBI and that the present SEBI (DIP) Guidelines only require the PAN number to be quoted in the application forms, irrespective of the size of the application.



SEBI has instructed Merchant Bankers to ensure that all collection agents/ centers /syndicate/ sub syndicate members etc., engaged in collecting application forms do not refuse to accept applications in the absence of photocopy of PAN card.

Shifting Companies from Trade for Trade Segment (TFTS) to Rolling Segment

From SEBI circular MRD/DoP/SE/Cir-04/08 dated 14.3.2008


It is observed from the information provided by the depositories that the companies listed in Annexure A have established connectivity with both the depositories during the month of December 2007.



The stock exchanges may consider shifting the trading in these securities to rolling settlement subject to the following:



a) At least 50% of other than promoter holdings as per clause 35 of Listing Agreement are in dematerialized mode before shifting the trading in the securities of the company from TFT segment to Rolling segment. For this purpose, the listed companies shall obtain a certificate from its Registrar and Transfer Agent (RTA) and submit the same to the stock exchange/s. However, if an issuer-company does not have a separate RTA, it may obtain a certificate in this regard from a practicing company Secretary/Chartered Accountant and submit the same to the stock exchange/s.



b) There are no other grounds/reasons for continuation of the trading in TFTS.

Friday, March 7, 2008

SEBI invites comments on (Prohibition of Insider Trading) Regulations

Consultative Paper
on
amendments to SEBI

(Prohibition of Insider Trading) Regulations 1992


http://www.sebi.gov.in/commreport/InsiderTrading.pdf

On the consultative paper on insider trading regulation SEBI invites comments


Comments are invited from the public on the above proposals. The comments may be
sent by e-mail upto 27th March 2008 to the following addresses –
santoshs@sebi.gov.in (Mr. Santosh Shukla) Dy. Legal Adviser
vidishak@sebi.gov.in (Ms. Vidisha Krishan) Legal Officer
Comments may also be sent physically to the following address, so as to reach latest by
27th March 2008 –
Mr. Santosh Shukla, Deputy Legal Advisor,
Legal Affairs Department
Securities and Exchange Board of India
SEBI Bhavan,
C-4A, G-Block, Bandra Kurla Complex
Mumbai – 400051