The Securities and Exchange Board of India (SEBI) on July 13, 2017 issued the SEBI (Debenture Trustees) (Amendment) Regulations, 2017 (Amendment Regulations)[1] in order to amend the SEBI (Debenture Trustees) Regulations, 1993 (Principal Regulations)[2] and make the reference to the corresponding provisions of the Companies Act, 2013 (Act, 2013) instead of the erstwhile reference of Companies Act, 1956 (Act, 1956). Read more →
MCA vide its notification dated July 13, 2017[1] came up with the Companies (Meetings of Board and its Powers) Second Amendment Rules, 2017 (hereinafter referred to as “MBP Second Amendment Rules, 2017) substituting provisions of rules 3 and 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 (hereinafter referred to as “MBP Rules, 2014). This notification shall come into force from the date of publication in the Official Gazette. Read more →
SEBI vide notification dated March 24, 2015[1] had provided framework for consolidation and re-issuance of debt securities under Regulation 20A of SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (‘ILDS Regulations’) subject to fulfillment of certain conditions. One of the conditions was to have an enabling Read more →
The MCA notified the Companies (Appointment and Qualification of Directors) Amendment Rules, 2017[1] (‘Amendment Rules, 2017’) w.e.f July 5, 2017 exempting certain unlisted public companies from the requirement of appointing independent directors. Additionally, MCA has amended Form DIR-5 in relation to cancellation or surrender or deactivation of DIN. Read more →
Inspite of the barrage of notifications, amendments, clarifications, MCA in an attempt to continue the tradition has issued another Notification[1] dated July 5, 2017, amending Schedule IV of the Companies Act, 2013. The Notification will come into force on the date of its publication in the Official Gazette, which we assume will be done soonest. Certain amendments have been made in line with the recommendations made in Company Law Committee Report.
To,
Ms. Richa G. Agarwal
Deputy General Manager
Investment Management Department
Securities and Exchange Board of India
Sub: Representation on the exemptions related to International Securities Identification Number (ISINs) for debt securities issued under the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 and clarity on initial reporting.
Ref: SEBI Circular No. CIR/IMD/DF-1/ 67/2017 (‘SEBI Circular’) issued on June 30, 2017.
Dear Madam,
Indian Securitisation Foundation (ISF)
ISF is a not-for-profit entity representing the securitisation industry in India. The membership of the Foundation includes banks, NBFCs, microfinance institutions, other issuers and investors and securitisation professionals for promoting interest of securitisation and fixed income securities in India. As ISF is dedicated to the cause of promoting securitisation, asset-based financing and related areas in India, we humbly submit our recommendations herein below on the captioned subject which may have significant impact on the intent of the circular.
Para 2.2 of the SEBI Circular provides for exemption from applicability of ISINs. The text of the exemption is as follows:
2.2. Exemptions from applicability of ISINs:
The following classes of debt securities issued for raising regulatory capital are exempted from the applicability of provisions of this circular:
XX
Tier II bonds issued by Non-Systemically Important Non-Deposit taking Non-Banking Financial Company issued as per RBI “Master Direction-Non-Banking Financial Company-Non-Systemically important Non-deposit taking Company (Reserve Bank) Directions, 2016”dated September 01, 2016. (Emphasis Supplied)
Para 6 of the Non-Banking Financial Company -Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 (‘NBFC-ND-SI Direction’) provides that every applicable NBFC shall maintain a minimum capital ratio consisting of Tier I and Tier II capital which shall not be less than 15 percent of its aggregate risk weighted assets on-balance sheet and of risk adjusted value of off-balance sheet items.
Para 46 and 48 of the Non-Banking Financial Company – Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016 (‘NBFC-ND-NSI Directions’) requires every NBFC-IFC (Non-Banking Finance Company – Infrastructure Finance Companies) and NBFC-MFI (Non-Banking Finance Company – Micro Finance Institutions), respectively, to maintain a minimum capital ratio consisting of Tier I and Tier II capital which shall not be less than 15 percent of its aggregate risk weighted assets on-balance sheet and of risk adjusted value of off-balance sheet items.
As evident from the text of the SEBI Circular, only those companies have been exempted from applicability of ISINs which issues debt securities for raising regulatory capital; however, it seems that the SEBI Circular have inadvertently missed adding NBFC-ND-SI within the exemption list.
Therefore, it is a humble request to consider including the following:
“2.2.8. Tier II bonds issued by Systemically Important Non-Deposit taking Non-Banking Financial Company issued as per RBI “Non-Banking Financial Company -Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016” dated September 01, 2016.”
Thanking you
For Indian Securitisation Foundation
Sd/-
(Vinod Kothari)
The Ministry of Corporate Affairs (“MCA”) vide its Notification No. G.S.R. 1119(E) dated December 7, 2016 issued the Companies (Transfer of Pending Proceeding) Rules, 2016 (‘TPP Rules, 2016’) in exercise of the powers conferred under section 431 (1) and (2) of the Companies Act, 2013 (‘Act, 2013’) read with section 239 (1) of the Insolvency and Bankruptcy Code, 2016 (‘Code’). Read more →
Ministry of Finance (MoF) vide notification dated 27th June, 2017 issued the Securities Contracts (Regulation) (Amendment) Rules, 2017 (Amendment Rules)[1] to amend Rule 8 of the Securities Contracts (Regulation) Rules, 1957[2] (Principal Rules).
Rule 8 of the Principal Rules deals with the qualifications for membership of a recognized stock exchange. Read more →