Notification of SEBI (Payment of Fees) (Amendment) Regulation, 2014

1. Consequent upon approval of the proposals for revision in regulatory fees, by the SEBI Board in its meeting held on March 20, 2014, the SEBI (Payment of Fees) (Amendment) Regulations, 2014 has been notified on May 23, 2014.

2. The revised fees structure is essentially to help in strengthening the investor awareness and education measures, enlarging reach among investors / potential investors through regional and new local offices, enhancing focus on capacity building and raising standards of supervision and enforcement function in the market place such as strengthening market surveillance and investigation function.

3. It has been notified that fees for mutual funds, stock exchanges, brokers as also for the listed and to-be-listed companies for filing of offer documents, rights issues and takeover has been revised. While revising the fees, care has been taken to ensure that the impact on retail investors is minimal.  For example, for a cash market transaction of Rupees One crores the fees has been enhanced from Rs. 10 to Rs. 20 i.e. the total cost for the investors for such a transaction will change from Rs. 33,330 to Rs. 33,340. The fee collected by SEBI will be only 6 basis point of such cost of transaction. As in the past SEBI will be periodically reviewing its fees structure downward or upward as the need arise.

4. The details of the revised fees is available on SEBI website http://www.sebi.gov.in.

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Companies exclusively listed on De-recognized/Non-operational Stock Exchanges.

CIR/MRD/DSA/18/2014 May 22, 2014 

Companies exclusively listed on De-recognized/Non-operational Stock Exchanges. 

1. SEBI vide circular dated May 30, 2012 (Exit Circular) issued guidelines in respect of exit options to stock exchanges. In terms of these guidelines, if the stock exchange is not able to achieve the prescribed turnover of Rs 1000 Crore on continuous basis or does not apply for voluntary surrender of recognition and exit before the expiry of two years from the date of SEBI circular dated May 30, 2012, SEBI shall proceed with compulsory de-recognition and exit of the stock exchanges, in terms of the conditions as may be specified by SEBI. 

Applicability 

2. The provisions of this Circular are applicable for all those stock exchanges which have not achieved the prescribed turnover of Rs. 1000 Crore on continuous basis on or before May 30, 2014. 

Directions to Stock Exchanges to deal with companies exclusively listed on non-operational stock exchanges 

3. In line with the above provisions, the following shall be applicable:- 

i. The exclusively listed companies of such non-compliant stock exchanges may 

opt for listing in nation-wide exchanges after complying with listing norms of  main board or the diluted listing norms, if any, on or before the exit of the exchange, either on voluntary or compulsory basis. Nation-wide stock exchanges shall facilitate the listing of these companies on priority basis in a time bound manner. For this purpose, these nation-wide stock exchanges shall immediately create a separate dedicated cell to expedite processing the listing 

requests from such companies. 

ii. Such exclusively listed companies may also opt for voluntary delisting before the de-recognition of the stock exchanges by following the existing delisting norms of SEBI in terms of SEBI (Delisting of Equity Shares) Regulations, 2009. Nation-wide stock exchanges shall provide a platform to these companies to facilitate reverse book building for voluntary delisting using their platform. 

iii. With a view to facilitate voluntary delisting, if they so desire, it is clarified that for such companies as referred to at Para 2(ii) above, the requirements of ‘Minimum Public Shareholding’ prescribed in Rules 19(2)(b) and 19A of the Securities Contracts (Regulation) Rules, 1957 and Clause 40A of the Listing Agreement, shall not be applicable. 

iv. In case of companies exclusively listed in the non-operational stock exchanges that are not traceable or where the data available is more than three years old, the process of inclusion in list of companies identified as 'Vanishing' (maintained by Ministry of Corporate Affairs) may be initiated by the respective stock exchanges. 

v. As per the 'Exit Circular' the exclusively listed companies, which fail to obtain listing on any other stock exchange, which do not voluntary delist or which are not considered as 'Vanishing companies', will cease to be listed company and will be moved to the dissemination board by the existing stock exchange. It shall be the responsibility of the exchanges which are being derecognized either on voluntary or compulsory basis, to place their exclusively listed companies on the dissemination board. These exchanges shall ensure that the database of the exclusively listed company is transferred to SEBI and to those  stock exchanges on whose dissemination board, the shares of these companies are available. 

4. This circular is issued in exercise of powers conferred under Section 11 (1) and 11(2) (j) of the Securities and Exchange Board of India Act, 1992, to protect the interests of investors in securities and to promote the development of, and to regulate the securities market. 

5. This circular is available on SEBI website at www.sebi.gov.in. 

Yours faithfully, 

Sunil Kadam 

General Manager 

Ph: +912226449630 

Email: sunilk@sebi.gov.in 

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Circular on Mutual Funds

CIR/IMD/DF/10/2014 May 22, 2014 

 Circular on Mutual Funds 

A. Cash investments in Mutual Funds 

1. SEBI, vide circular no. CIR/IMD/DF/21/2012 dated September 13, 2012, had permitted cash transaction in mutual funds to the extent of `20,000/- per investor, per mutual fund, per financial year. 

2. In partial modification to para I (1) of the aforesaid circular, it has been decided to increase the limit of cash transactions in mutual funds from the existing limit of `20,000/- per investor, per mutual fund, per financial year to `50,000/- per investor, per mutual fund, per financial year, subject to (i) compliance with Prevention of Money Laundering Act, 2002 and Rules framed there under, the SEBI Circular(s) on Anti Money Laundering (AML) and other applicable AML rules, regulations and guidelines and (ii) sufficient systems and procedures in place. 

B. Investment/Trading in Securities by Employees of Asset Management Companies and Trustees of Mutual Funds 

1. Please refer to SEBI circular dated May 08, 2001 and circular dated July 11, 2003, on guidelines for Investment/Trading in Securities by Employees of Asset Management Companies (AMCs) and Trustees of Mutual Funds. 

2. Considering that since the issuance of aforesaid guidelines, liquid schemes have emerged as a distinct category of Mutual Fund scheme having features similar to that offered by Money Market Mutual Fund (MMMF) schemes, thus, in partial modification to aforesaid circulars, it has been decided that - 

a. In point 1.1 (iii) of the guidelines for Investment/Trading in Securities by Employees of Asset Management Companies (AMCs) and Trustees of Mutual Funds, along-with MMMF schemes, Liquid schemes shall be added in list of securities to which the aforesaid guidelines do not apply. 

b. In point 3 of the aforementioned guidelines, along-with MMMF schemes, transaction in Liquid schemes shall be exempted from being reported by employees to compliance officer within 7 calendar days from the date of transaction. 

c. In Point 3.2 of the aforesaid guidelines, which mentions various situations wherein employees of AMC & Trustees of Mutual Funds shall not purchase or sell units of any schemes, term 'liquid scheme' shall be included along-side MMMF schemes. 

This circular is issued in exercise of the powers conferred under Section 11 (1) of the Securities and Exchange Board of India Act, 1992, read with the provision of Regulation 77 of SEBI (Mutual Funds) Regulations, 1996 to protect the interests of investors in securities and to promote the development of, and to regulate the securities market. 

Yours faithfully, 

  

RAJESH GUJJAR 

Deputy General Manager 

Tel no.: 022-26449232 

Email: rajeshg@sebi.gov.in 

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CHECK-LIST OF CLAUSE 35B & 49 OF LISTING AGREEMENT

CHECK-LIST OF CLAUSE 35B & 49 OF LISTING AGREEMENT

(Applicable w.e.f. 1^st. Oct, 2014)

S. No.	CLAUSE OF LISTING AGREEMENT	ITEM	WHETHER COMPLIED Y/N
1	49 (IA)	To establish the adequate mechanism to address the grievances of the shareholders.
2	49 (IA)	To devise a framework to avoid Insider trading and abusive self-dealing.
3	49 (IB)	To devise an effective whistle blower mechanism.
4	49(ID)	To oversee succession planning of key executives.
5	49(ID)	To provide continuing directors training.
6	49(ID)	To define and disclose the mandate, composition and working procedures of various committees.
7	49(IIA)	To check composition of the Board including the appointment of woman director.
8	49(IIB)	To check the independence of an independent directors and their terms & independent directorship in other companies.
9	49 (IIB)	To disclose the letter of appointment and detailed profile on Website of the company and Stock exchange within One Working day of such appointment.
10	49 (IIB)	Nomination committee shall lay down the Performance Evaluation criteria for Independent directors and disclose the same in Annual Report
11	49 (IIB)	At least one Separate meeting of an Independent directors in a year and all the Independent directors shall strive to remain present.
12	49 (IIB)	Details of the training imparted to Independent Directors shall be disclosed in the Annual Report.
13	49 (IIC)	All fees/ Compensation paid to NED shall be fixed by Board and require the prior approval of the Share holder
14	49 (IID)	Gap between two Board meetings shall not exceeds 120 days (Earlier it was 4 months )
15	49(IID)	A director shall not be member in more than 10 mandatory committees and Chairman of more than 5 mandatory committees in public companies.
16	49(IID)	Periodically Review of Compliance Report of all Laws applicable to company and rectify the non-compliances
17	49 (IID)	Vacancy of Independent Director should be filled within 3 months or in the immediate next board meeting whichever is later.
18	49 (IID)	Succession Planning for appointments to the Board and senior management.
19	49(IIE)	Lay down code of conduct for all Board Members and Senior Management and post the same on website of the Company. All the Board members and senior management shall affirm it annually  and Annual Report shall contain declaration to that effect signed by CEO. ·         Code of conduct shall also contain the duties of an Independent Director as laid down in CA, 2013. ·         Define the list of the Senior Managements
20	49 (IIF)	Establish the Vigil mechanism for directors and employees to report their concern about the unethical behavior, actual or suspected fraud or violation of company’s code of conduct. ·         Adequate safeguards against the victimization ·         Criteria when direct access to the Chairman of Audit Committee can be made. ·         It should be disclosed on the website of the Company and in the Board Report.
21	49(IIID)	Audit Committee shall provide the recommendation on appointment , remuneration and terms of appointment of auditors.
22	49(IIID)	Audit Committee shall also approve the payment to Auditors for other services.
23	49(IIID)	Audit Committee shall Review the Annual Financial Statement and Auditor’s Report before submission to Board w.r.t. as follows ; ·         Director’s Responsibilities Statement & changes in accounting policies and practices with reasons.
24	49(IIID)	Audit Committee shall review the Quarterly Financial Statement before submission to the Board.
25	49(IIID)	Audit Committee shall also approve the subsequent modification of transaction with related parties
26	49(IIID)	Audit Committee shall do the scrutiny inter-corporate loan and investment.
27	49(IIID)	Audit Committee shall review the performance and adequacy of internal control systems and shall evaluate the Risk Management systems.
28	49(IIID)	Audit Committee shall review the adequacy of internal Audit function.
29	49(IIID)	Audit Committee shall review the functioning of Vigil Mechanism.
30	49(IIID)	Audit Committee shall approve appointment of CFO & shall review the appointment, removal and terms of appointment thereof.
31	49 (IVA)	The Company shall constitute the Remuneration or Nomination committee.
32	49(IVB)	Nomination Committee shall formulate the policy on remuneration of directors, KMP and other employees .
33	49(IVB)	Nomination committee shall also formulate the criteria for evaluation of IDs and the Board and also laid down the policy on Board’s diversity.
35	49(IVB)	Nomination committee shall identify the person who is qualified to be appointed as a director and senior management and removal thereof.
36	49(IVB)	Remuneration policy and evaluation criteria is required to be disclosed in the Annual Report.
37	49 (VA)	At least one independent director on the Board of Directors of the holding company shall be a director on the Board of Directors of a material non-listed Indian subsidiary company.
38	49 (VIB)	The Board shall be responsible for framing, implementing and monitoring the risk management plan for the company
39	49 (VIC)	The company shall also constitute a Risk Management Committee.
40	49 (VIIC)	The company shall formulate a policy on materiality of related party transactions and also on dealing with Related Party Transactions.
41	49 (VIID)	All Related Party Transactions shall require prior approval of the Audit Committee.
42	49 (VIIE)	All material Related Party Transactions shall require approval of the shareholders through special resolution and the related parties shall abstain from voting on such Resolutions.
43	49 (VIIIA)	Details of all material transactions with related parties shall be disclosed quarterly along with the compliance report on corporate governance.
44	49 (VIIIA)	The company shall disclose the policy on dealing with Related Party Transactions on its website and also in the Annual Report.
46	49 (VIIIC)	All pecuniary relationship or transactions of the non-executive directors vis-àvis the company shall be disclosed in the Annual Report.
47	49(VIIIC)	All elements of remuneration package of individual directors summarized under major groups, such as salary, benefits, bonuses, stock options, pension etc. to directors shall be disclosed in the Annual Report.
48	49 (VIIIC)	The company shall publish its criteria of making payments to non-executive directors in its annual report. Alternatively, this may be put up on the company’s website and reference drawn thereto in the annual report.
49	49 (VIIID)	As part of the directors’ report or as an addition thereto, a Management Discussion and Analysis report should form part of the Annual Report to the shareholders.
50	49 (VIIIE)	In case of the appointment of a new director or re-appointment of a director the shareholders must be provided with brief resume etc. to share holders along with the notice.
51	49(IIIE)	The Company shall constitute a ‘Stake holder Relationship Committee’.
52	49 (VIIIH)	The details of training imparted to Independent Directors shall be disclosed in the Annual Report.
53	49(XIA)	Certificate from PCS or CA regarding the compliances of condition of corporate governance  and annex the same to Director’s Report and the same is also sent  to all Stake holders and stock exchanges annually.
Clause 35B  - E-VOTING
	35B (i)	The issuer agrees to provide e-voting facility to its shareholders, in respect of all shareholders' resolutions, to be passed at General Meetings or through postal ballot.
	35B (ii)	The issuer shall continue to enable to those share holders, who do not have access to e-voting facility, to send their assent or dissent in writing on a postal ballot.
	35B (iii)	Issuer shall mention the Internet link of such e-voting platform in the notice to their Shareholders.

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