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Circulars
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Manner of achieving minimum public shareholding
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Minimum public shareholding compliance: listed entities must use specified methods to attain and maintain required public float.
Listed entities must achieve prescribed minimum public shareholding by adopting specified methods including issuance to public, offer for sale by promoters, secondary market sale by promoters, Institutional Placement Programme, rights issues and bonus issues with promoters forgoing entitlements, or other SEBI approved methods on a case by case basis; stock exchanges must notify listed entities and publish the circular, and SEBI will consider alternate proposals and communicate decisions within thirty days.
Disclosure of holding of specified securities and Holding of specified securities in dematerialized form
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Disclosure rules require category wise shareholding reporting and dematerialisation thresholds for promoters and public holders.
Listed entities must classify holdings into Promoter and Promoter Group, Public, and Non Promoter Non Public, consolidate promoter holdings by PAN, disclose holders 1%, allocate shares underlying depository receipts by specified conditions, compute public and promoter percentages using A+B+C2 as denominator, ensure 100% promoter dematerialization subject to narrow exemptions, and achieve at least 50% dematerialization of non promoter holdings; prescribed disclosure formats and data provision by depositories and stock exchanges are mandated.
Non-compliance with certain provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Standard Operating Procedure for suspension and revocation of trading of specified securities
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Non-compliance with listing obligations triggers fines, trading suspension and freezing of promoter shareholding under prescribed SOP.
Non-compliance with specified periodic disclosure obligations under the Listing Regulations attracts a structured enforcement regime: recognized stock exchanges must impose a uniform fine schedule as first resort, publish names of non compliant entities, and where defaults are successive move scrips to a segregated trading category and suspend trading following notice procedures. Exchanges shall instruct depositories to freeze promoter and promoter group shareholding on continued default, permit phased limited trading on a trade for trade basis during suspension, and follow prescribed revocation and unfreezing timelines upon compliance and fine payment.
External Commercial Borrowings (ECB) Policy – Revised framework
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External Commercial Borrowings framework reorganised into three tracks with expanded lenders and tightened compliance obligations.
The circular revises the External Commercial Borrowings framework into three tracks differentiated by currency and minimum average maturity, expands eligible overseas lenders, adopts a liberal approach with a limited negative list of end use restrictions, and applies parameters such as maturity and all in cost ceilings in totality. Entities may raise ECBs under an automatic or approval route; borrowers carry primary compliance responsibility, AD Category I banks must ensure adherence, and contraventions attract penal action under foreign exchange law. The framework becomes effective on Gazette notification and includes transitional carve outs and monthly disclosure requirements.
15/2015 - 30-11-2015 Companies Law
MCA decided to relax Additional Fees and Extend the last date of filing of forms MGT-7 (Annual Return) and AOC-4 (Financial Statement) upto 30.12.2015.
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Relaxation of Additional Fees for late filing of annual returns and financial statements extended, easing e-form compliance deadlines.
Relaxation of additional fees and extension of the last date for filing have been authorised for e-forms AOC-4, AOC-4 (CFS), AOC-4 XBRL and MGT-7, wherever additional fee is applicable, permitting affected companies to file financial statements and annual returns within the extended period without the normally applicable additional fee.
Systems Alert for monitoring realisation of export proceeds in EDI under the BRC Module for ICES (introduced in year 2009) and the new RBI BRC Module introduced under DG (Systems) letter dated 28.8.2014
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Monitoring of export proceeds: mandatory BRC data entry, public notice deadlines and publication to reconcile EDI drawback shipping bills.
Direction to operationalise monitoring and reconciliation of foreign exchange realisation for drawback EDI shipping bills via the ICES BRC Module and RBI BRC Module. Commissioners must ensure certificates and negative statements already received are promptly entered in the BRC Module to avoid unwarranted recovery notices; shipping bills with LEOs 1.4.2013-31.3.2014 must be processed per existing directions. Public notices, designated nodal officers, a special drive with dedicated staff, publication of unreconciled lists on 1.3.2016, consolidated reporting by Zones, and escalation of RBI BRC Module difficulties to Systems Directorate are mandated.
Format for financial results for listed entities which have listed their debt securities and/or non-cumulative redeemable preference shares
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Format for financial results: mandated uniform disclosure formats and review/audit report templates for listed debt issuers.
Prescribes uniform formats for periodic financial results of listed entities with listed debt securities and non cumulative redeemable preference shares: separate half yearly formats for companies other than banks and NBFCs, for banks and NBFCs, and an alternative functional classification format for eligible entities; limited review and audit report formats for non banking companies and banks/NBFCs; requirement to attach one of two audit opinion forms as applicable; stock exchanges to notify and disseminate formats; annexures include coverage ratio definitions and disclosure notes.
Format for statements/reports to be submitted to Stock Exchange (s) by listed entity which has listed its securitised debt instruments
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Disclosure requirements for securitised debt mandate monthly pool, tranche and loan-level reporting to stock exchanges.
Listed entities with listed securitised debt instruments must submit monthly statements/reports within seven days from month-end or actual payment date in SEBI-prescribed format. The format requires pool-level snapshots (collections, weighted averages, collection efficiency, reserve changes, excess spread, prepayments), a detailed waterfall of receipts and payments, tranche-level disclosures (ISIN, ratings, principal/interest factors, shortfalls, future cash flows) and loan-level data for top loans, including overdue status and credit enhancement balances. Exchanges must disseminate the format; effective December 1, 2015.
Customs-Clearance of undelivered inbound international parcels/articles-Reg.
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Customs clearance of undelivered parcels: failure to respond to call memos will prompt determination based on available records.
PAD has initiated a Special Drive to clear undelivered inbound international parcels. Consignees/recipients to whom "Call Memos" have been issued and whose one-month response period has elapsed must reply immediately. As a one-time measure, if no reply is received within fifteen days of this Public Notice, the cases will be decided on the basis of available records without further reference to the consignee/recipient; PAD will henceforth strictly adhere to the one-month response rule.
Explanatory Notes to the provisions of the Finance Act 2015
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Tax rate and structural reforms clarified: residency, indirect transfer, REIT/InvIT, AIF pass through and fund manager rules updated.
The Finance Act, 2015 prescribes income tax rates and TDS mechanics for 2015 16 and enacts extensive amendments: company residency uses place of effective management; indirect transfer rules are restructured with value thresholds, valuation dates, proportional taxation and reporting obligations; banks' PE interest payments to head offices are taxable in India; REITs/InvITs and certain GDRs and AIFs receive specialised tax regimes; fund manager activities in India are generally not a business connection for eligible offshore funds subject to conditions; GAAR is deferred and wealth tax abolished.
Invitation of applications for empanelment of Chartered Engineers for examination/valuation of Second hand machinery /goods etc in the jurisdiction of Principal Commissioner of Customs, Ahmedabad
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Empanelment of Chartered Engineers for valuation of second hand imported machinery; reports advisory and service charges borne by importers.
Invitation for empanelment of Chartered Engineers to value imported second hand machinery and related goods; applicants must be affiliated with the Institution of Engineers (India), demonstrate relevant specialization and submit documentary proof. Empanelment is valid for one year, reports must follow circular instructions on second hand valuation, certificates are advisory, service charges are borne by importers, shortlisted candidates will be interviewed, and empanelled engineers must submit yearly self appraisal reports; false or incomplete information may lead to cancellation and penal action.
Timelines for Compliance with various provisions of Securities Laws by Commodity Derivatives Exchanges
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Deemed recognition under securities law requires commodity exchanges to meet stock exchange compliance and governance timelines.
Commodity derivatives exchanges are deemed to be recognized stock exchanges and must comply with SCRA and SECC Regulations within phased timelines. National exchanges have shorter compliance periods than regional exchanges for corporatization, demutualization, transfer of clearing and settlement to a separate clearing corporation, continuous compliance conditions, surveillance systems, networth and ownership requirements, governance norms, segregation of regulatory departments, committee constitution, compliance officer appointment, and disclosure and dematerialization obligations; exchanges must amend bylaws, notify members and report implementation to SEBI.
Time limit for restoration of registration application
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Restoration of registration must be completed within three working days after Competent Authority approval, ensuring prompt VAT processing.
Once the Competent Authority approves a proposal for restoration of registration, Zonal Authorities must restore the dealer's registration within three working days; the instruction applies to all Zonal Authorities in the Delhi VAT administration and is issued with prior approval of the Commissioner, Value Added Tax.
Investment by Foreign Portfolio Investors (FPI) in Corporate Bonds
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FPI acquisition of defaulted corporate bonds permitted subject to restructured minimum residual maturity and trustee disclosure.
Permits Foreign Portfolio Investors (FPI) to acquire NCDs/bonds in default if restructured through negotiation so the revised residual maturity meets the minimum residual maturity requirement; such acquisitions must be within the overall corporate debt investment ceiling and FPIs must disclose offer terms to Debenture Trustees. Other FPI debt investment conditions remain unchanged.
Advance Remittance for Import of aircrafts /helicopters / other aviation related purchases
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Advance remittance for aircraft imports permitted where DGCA approval suffices, without requiring separate MoCA approval.
Authorised Dealer Category I banks may permit advance remittance for import of aircrafts, helicopters and related aviation purchases without bank guarantee or an irrevocable standby letter of credit, where the importer has obtained DGCA approval under the extant Foreign Trade Policy for operating scheduled or non-scheduled air transport services; Ministry of Civil Aviation approval is not required. All other conditions of the earlier circular remain unchanged and banks must inform their constituents; directions are issued under FEMA and do not override other statutory permissions.
Import of Goods into India – Evidence of Import
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Evidence of import: Ex Bond and Courier Bills of Entry qualify as acceptable proof for authorised dealers to record imports.
Import documentation requirements clarify that exchange control Bills of Entry for home consumption or warehousing, Customs Assessment Certificate, Postal Appraisal Form, Customs issued Ex Bond Bill of Entry (or similar) for goods stored in FTWZ/SEZ warehouses, and Courier Bill of Entry for couriered goods constitute acceptable evidence of import for Authorised Dealer compliance; acceptance is subject to other statutory permissions where applicable.
Clarification regarding leviability of service tax in respect of Seed Testing with effect from 01.07.2012
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Testing and ancillary seed services as agricultural operations exempt from service tax, therefore not leviable under the negative list.
The circular clarifies that the negative list exemption for agricultural operations including testing covers testing and ancillary services (seed certification, technical inspection, analysis, tagging) as a composite process and, following removal of the word "seed" from the entry, such services are not leviable to service tax under the statutory negative list.
Review of Foreign Direct Investment (FDI) policy on various sectors
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Foreign Direct Investment policy revised: expanded automatic entry, clarified manufacture, ownership tests and sectoral conditionalities.
Amendments to the FDI Policy clarify the definition of Manufacture, expand automatic-route entry for manufacturing and specified sectors, permit FDI into LLPs where 100% automatic FDI applies, and impose conditions on downstream investments including notification, valuation, funding source and compliance requirements. Ownership and control tests are refined for companies and LLPs; government approval is required for establishment or transfer of ownership/control in Government-route sectors. Sectoral caps, entry routes and conditionalities are revised across defence, broadcasting, aviation, construction-development projects, single-brand retail trading and other sectors, with procedural reporting and regulatory clearance obligations.
Strengthening exporters’ confidence with the brand rate mechanism - Regarding
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Brand rate mechanism strengthened: soliciting measures to boost exporter confidence while preserving drawback principles and revenue integrity.
Solicit measures to strengthen exporter confidence in the brand rate mechanism consistent with drawback based on actual duty, emphasizing reliability, simplicity and workability. Commissioners must consult applicants and report proposed changes with justification and implementation details; flagged issues include delays from requiring yearly audited accounts for inventory verification and difficulties in producing bills of entry for inputs sourced from independent dealers. Reports must follow the specified format and be compiled and submitted to the designated Commissioner for onward transmission to the Ministry with enclosures.
Finance Minister’s Budget announcement- phasing out plan of deductions under the Income-tax Act
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Phasing out tax deductions: profit, investment and area incentives to be withdrawn and weighted deductions removed.
The Government will phase out profit linked, investment linked and area based deductions for corporate and non corporate taxpayers; existing sunset dates will not be altered; incentives without a terminal date will be given a sunset of 31.3.2017 for commencement or claim as appropriate; and weighted deductions will cease with effect from 01.04.2017, with further details published by the Income Tax Department and comments invited to Director (TPL III).

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