Feb 4, 2014

Forex & Securities Law Update

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Forex Law Update
Revision of Limit Prescribed for Foreign Investment by SEBI Registered Long Term Investors in Government Dated Securities
The extant regulation for Foreign Investment in India i.e. Foreign Exchange Management (Transfer or issue of Security by a Person Resident outside India) Regulations, 2000 allows SEBI registered foreign institutional investors, SEBI registered Qualified institutional investors and long term investors to purchase on repatriation basis the Government Securities and Non-Convertible Debentures (NCDs)/ Bonds issued by an Indian Company within the prescribed limits as follows:

Category of Investment

Prescribed limits

Investment in Government Securities

USD 30 Billion

The above stated limits are overall limit for investment by following investors:

  1. SEBI registered foreign institutional investors
  2. SEBI registered Qualified institutional investors
  3. Long Term Investors i.e. Sovereign Wealth Funds (SWFs), Multilateral Agencies, Pension/Insurance/Endowment Funds and Foreign Central Banks

Wherein the said regulation also provides sub-limits for investment in Government securities by long term investors which is USD 5 billion i.e. within overall limit of USD 30 billion. On 29th January, 2014 RBI vide it’s A.P (DIR Series) Circular No. 99 has increased the limit of USD 5 billion to USD 10 billion.

It is further clarified that all other existing stipulations for investment in Government securities by SEBI registered Foreign Institutional Investors and long term investors remain the same.

Securities Law Update
SEBI allows filing of Shelf Prospectus even for Issuance & Listing of Debt Securities
With a view to foster fund raising options and at the same time enabling frequent issuers of Debt Securities to raise money without having to file separate prospectus for regulatory clearance for every issuance, the Market Regulator, SEBI, in line with the powers extended by Section 31 of the Companies Act, 2013, amended SEBI (Issue and Listing of Debt Securities) Regulations, 2008 thereby allowing specific categories of entities to file shelf prospectus for public issuance of debt securities. The Shelf Prospectus shall be needed to be filed with SEBI, Recognised Stock Exchanges as well as ROC.
The main highlights of the amendments are outlined as follows:
  1. For public issuance of debt securities, following entities may file shelf prospectus:
    1. Public Financial Institutions as defined under clause (72) of section 2 of the Companies Act, 2013, and scheduled banks as defined under clause (e) of section 2 of the Reserve Bank of India Act, 1934;
    2. Issuers authorized by the notification of Central Board of Direct Taxes to make public issue of tax free secured bonds, with respect to such tax free bond issuances;
    3. Infrastructure Debt Funds – Non-Banking Financial Companies regulated by Reserve Bank of India;
    4. Non-Banking Financial Companies registered with Reserve Bank of India, Housing Finance Companies registered with National Housing Bank and Listed Entities subject to compliance with the below-mentioned criteria:
      1. net-worth of Rs. 500 Crore or more as per the audited financials of the preceding financial year;
      2. track record of at least three years of distributable profits;
      3. credit rating of not less than “AA-” category or equivalent by a credit rating agency;
      4. no regulatory action is pending against the company or its promoters or directors before the Board, Reserve Bank of India or National Housing Bank;
      5. no default in repayment of deposits or interest payable thereon, redemption of debentures or preference shares or payment of dividend to any shareholder, or repayment of any term loan or interest payable thereon to any public financial institution or banking company, in the last three financial years.

        In addition to the above stated criteria, Listed Entities may file Shelf Prospectus provided the Equity Shares or Debt Securities of the said entities are listed on recognized stock exchange for a period of at least 3 years immediately preceding the issue.

  2. To ensure sanctity of the shelf-prospectus in view of dynamic business environment, it is stipulated that not more than four issuances be made through a single shelf prospectus and prior to each such issue, the Companies shall be needed to file an updated Information Memorandum.
CP’s Viewpoint:


The Companies Act, 1956 allows only financial institutions or banks to file Shelf Prospectus. However, the new Companies Act widens the prospects by authorizing SEBI to allow the entities at its own discretion to raise funds through multiple issues under the roof of one prospectus i.e. shelf prospectus. SEBI, with the intent to cater the needs of volatile capital market and dynamic business environment, broadened the avenues for the Entities who are in frequent need of funds

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