Category: Spotlight: Part D

Changes relating to Company
Law for the period 15th Dcember, 2010 to 15th January, 2011.

The RBI has issued
Notification amending the non-banking financial (deposit Accepting) companies
Prudential Norms Direction, 2007 and non-banking financial (Non-Deposit
Accepting) companies Prudential Norms Direction, 2007 and providing that every
NBFC shall finalise its balance sheet and profit and loss account as on March 31
every year within a period of 3 months from the date to which it pertains. For
example, balance sheet as on March 31st of a year shall be finalised by June
30th of the year.

Changes relating to Company
Law for the period 15th Dcember, 2010 to 15th January, 2011.

SEBI vide Circular No. CIR/MRD/DP/37/2010,
dated 14-12-2010 based on representations received from intermediaries seeking
guidance and clarifications whether to accept and capture the address of some
person (third party) other than the beneficial owner (BO) as a correspondence
address in the details of the demat account of the BO. SEBI has clarified that
it has no objection to a BO authorising the captureto : of an address of the
third party as a correspondence address, provided that the Depository
Participant (DP) ensures that all prescribed ‘Know Your Client’ norms are
fulfilled for the third party also. The DP shall obtain proof of identity and
proof of address for the third party. The DP shall also ensures that the
customer due diligence norms as specified in the Rule 9 of Prevention of Money
Laundering Rules, 2005 are complied with in respect of the third party. SEBI has
also stated that the depository participant should further ensure that the
statement of transaction and holding are sent to the BO’s permanent address at
least once in a year. It is clarified that the above provision shall not apply
in case of PMS (Portfolio Management Service) clients.

Changes relating to Company
Law for the period 15th Dcember, 2010 to 15th January, 2011.

SEBI vide Notification No.
LAD-NRO/GN/2010-11/21/29390, dated 10-12-2010 has in terms of sub-regulation (1)
of Regulation 3 of the Securities and Exchange Board of India (Certification of
Associated Persons in the Securities Markets) Regulations, 2007 (the
Regulations) notified that the Board is empowered to require, by Notification,
any category of associated persons as defined in the Regulations to obtain
requisite certification(s).

2. Accordingly, it is
notified that with effect from the date of this Notification, the following
category of associated persons, i.e., persons associated with a registered
stock-broker/trading member/clearing member in recognised stock exchanges, who
are involved in, or deal with, any of the following, namely :

(a) assets or funds of
investors or clients,

(b) redressal of investor
grievances,

(c) internal control or
risk management, and

(d) activities having a
bearing on operational risk,

shall be required to have a
valid certification from the National Institute of Securities Markets (NISM) by
passing the NISM-Series-VII : Securities Operations and Risk Management
Certification Examination as mentioned in the NISM communiqué/Press Release NISM/Certification/Series-VII
: SORM/2010/01, dated November 11, 2010, read with Annexures-I and II thereto.

It is provided that the
stock-broker/trading member/clearing member shall ensure that all persons
associated with it and carrying on any activity specified in this paragraph as
on the date of this Notification obtain valid certification within two years
from the said date of Notification.

Provided further that a
stock-broker/trading member/clearing member who employs any associated persons
specified in this paragraph after the date of this Notification shall ensure
that the said associated persons obtain valid certification within one year from
the date of their employment.

Changes relating to Company
Law for the period 15th Dcember, 2010 to 15th January, 2011.

SEBI vide Notification No.
LAD-NRO/GN/ 2010-11/22/30364, dated 21-12-2010, Foreign Venture Capital
Investors (Amendment) Regulations, 2010 has further amended Foreign Venture
Capital Investors, Regulations, 2000, to include after paragraph 9 :

10. To furnish firm
commitment letter(s) from investors for contribution of an amount aggregating
to at least US$ 1 million.

11. To furnish copies of
the companies’ financial statements as well as those of the investors’ who
have provided firm commitment letter(s), for the financial year preceding the
one during which the application is being made.

12. To furnish name,
address, contact number and the e-mail address of all the directors of the
company.

Changes relating to Company
Law for the period 15th Dcember, 2010 to 15th January, 2011.

SEBI has issued a Circular
amending the Equity Listing Agreement with respect to various continuous
disclosures made by listed entities in relation to the following :

1. Amendments to Clause 35
— Disclosure relating to shareholding pattern

(a) Disclosure of
shareholding pattern prior to listing of securities

(b) Disclosure of
shareholding pattern of listed entities pursuant to material changes in the
capital structure

(c) Disclosure in respect
of depository receipts

2. Amendments to Clause
40A — Minimum public shareholding

3. Amendments to Clause 5A
— Uniform procedure for dealing with unclaimed shares

4. Amendment to Clause 20
& 22 — Corporate announcement

5. Amendment to Clause 21
— Notice period

6. Insertion of Clause 53
— Disclosures regarding agreements with the media companies

7. Insertion of Clause 54
— Maintenance of a website