EXTERNAL COMMERCIAL BORROWINGS (ECB) POLICY

EXTERNAL COMMERCIAL BORROWINGS (ECB) POLICY: Bridge finance for infrastructure sector and trade credits for import into india 1. BRIDGE FINANCE FOR INFRASTRUCTURE SECTOR.
1. As per the extant guidelines, Indian companies in the infrastructure sector, where "infrastructure" is as defined under the extant guidelines on External Commercial Borrowings (ECB), have been allowed to import capital goods by availing of short term credit (including buyers'/suppliers' credit) in the nature of 'bridge finance', under the approval route, subject to the following conditions:-
 (i)  the bridge finance shall be replaced with a long term ECB;
(ii)  the long term ECB shall comply with all the extant ECB norms; and
(iii)  prior approval shall be sought from the Reserve Bank for replacing the bridge finance with a long term ECB.
2. On a review, it has been decided by RBI (Vide A.P. (DIR SERIES 2012-13) CIRCULAR NO. 27, DATED 11-9-2012), to allow refinancing of such bridge finance (if in the nature of buyers'/suppliers' credit) availed of, with an ECB under the automatic route subject to the following conditions:-
 (i)  the buyers'/suppliers' credit is refinanced through an ECB before the maximum permissible period of trade credit;
(ii)  the AD evidences the import of capital goods by verifying the Bill of Entry;
(iii)  the buyers'/suppliers' credit availed of is compliant with the extant guidelines on trade credit and the goods imported conform to the DGFT policy on imports; and (iv) the proposed ECB is compliant with all the other extant guidelines relating to availment of ECB.
3. The borrowers will, therefore, approach the Reserve Bank under the approval route only at the time of availing of bridge finance which will be examined subject to conditions mentioned in para 1(i) and (ii).
4. The designated AD - Category I bank shall monitor the end-use of funds and banks in India will not be permitted to provide any form of guarantees for the ECB. All other conditions of ECB, such as eligible borrower, recognized lender, all- in-cost, average maturity, end-use, maximum permissible ECB per financial year under the automatic route, prepayment, refinancing of existing ECB and reporting arrangements shall remain unchanged and should be complied with.
 2. TRADE CREDITS FOR IMPORT INTO INDIA 1. As per the extant guidelines, for import of capital goods as classified by DGFT, AD banks may approve trade credits up to USD 20 million per import transaction with a maturity period of more than one year and less than three years (from the date of shipment). No roll over/extension is permitted beyond the permissible period. AD banks are also permitted to issue Letters of Credit/guarantees/Letter of Undertaking (LoU)/Letter of Comfort (LoC) in favour of overseas supplier, bank and financial institution, up to USD 20 million per transaction for a period up to three years for import of capital goods, subject to prudential guidelines issued by the Reserve Bank from time to time. The period of such Letters of credit/guarantees/LoU/LoC has to be co-terminus with the period of credit, reckoned from the date of shipment. AD banks shall not, however, approve trade credit exceeding USD 20 million per import transaction.2. On a review, it has been decided by RBI (Vide CIRCULAR NO. A.P. (DIR SERIES 2012-13) CIRCULAR NO. 28, DATED 11-9-2012), to allow companies in the infrastructure sector, where "infrastructure" is as defined under the extant guidelines on External Commercial Borrowings (ECB) to avail of trade credit up to a maximum period of five years for import of capital goods as classified by DGFT subject to the following conditions: - (i)  the trade credit must be abinitio contracted for a period not less than fifteen months and should not be in the nature of short-term roll overs; and(ii)  AD banks are not permitted to issue Letters of Credit/guarantees/Letter of Undertaking (LoU)/Letter of Comfort (LoC) in favour of overseas supplier, bank and financial institution for the extended period beyond three years.3. The all-in-cost ceilings of trade credit will be as under:Maturity periodAll-in-cost ceilings over 6 months LIBOR*
Up to one year350 basis points
More than one year and up to three years
More than three years and up to five years
* for the respective currency of credit or applicable benchmarkThe all-in-cost ceilings include arranger fee, upfront fee, management fee, handling/ processing charges, out of pocket and legal expenses, if any.4. All other aspects of Trade Credit policy will remain unchanged and should be complied with. The amended trade credit policy will come into force with immediate effect and is subject to review based on the experience gained in this regard.
All the Best

--
CA Kamal Garg
+919811054015

compliance certificate check list by Kiran mukundam

CHECK LIST FOR PREPARING COMPLIANCE CERTIFICATE

S.No	Particulars	Details
1.	NAME OF THE COMPANY
2.	COMPANY IDENTIFICATION NUMBER
3.	DATE OF INCORPORATION
4.	REGISTERED OFFICE
5.	ACCOUNTING PERIOD
6.	AUTHORISED CAPITAL
6(a)	Equity Share Capital
	Preference Share Capital
7.	PAID UP CAPITAL
7(a)	Equity Share Capital
	Preference Share Capital
8.	AUDITOR(s)

BOARD OF DIRECTORS

S. No	NAME   & DESIGNATION	DIN	DATE OF APPOINTMENT AT BOARD	DATE OF CONFIRMATION  AT AGM/EGM	REMARKS

1. REGISTERS MAINTAINED BY THE COMPANY

S.NO	NAME OF THE REGISTER	SECTION/RULE	MARK  (√) IF MAINTAINED	Updated / To Be Updated
1.	Register of Investments	49
2.	Register of Deposits	RULE 7
3.	Register of Securities Bought Back	77A
4.	Copies of Instrument Creating Charges	136
5.	Register of Charges	143
6.	Register of Members & Index of Members	150 & 151
7.	Register & Index of Debenture Holders	152
8.	Registers and Returns	163
9.	Minutes book of board        &    General Meeting	193
10.	Books of Accounts and Cost Records	209
11.	Registers of Contracts, Companies and Firms in which Directors are interested	301
12.	Register of Directors	303
13.	Register of Directors Shareholdings	307
14.	Register of Investments or Loans, Guarantee given	372A
15.	Register of Renewed and Duplicate Certificates	RULE 7

OTHER REGISTERS

S.NO	NAME OF THE REGISTER	MARK  (√) IF MAINTAINED	REMARKS
1.	Register of Inspection
2.	Register of Directors Attendance
3.	Register of Shareholders Attendance
4.	Register of Proxies
5.	Register of Transfers
6.	Register of Fixed Assets
7.	Register of Documents Sealed

ANY OTHER REGISTERS/MINUTES

S.NO	NAME OF THE REGISTER	REMARKS

2. (a) FORMS, RETURNS AND DOCUMENTS FILED WITH ROC AND OTHER AUTHORITIES

Form No.	Particulars  with section	Filed on	Receipt Number	Fees Paid	If any Additional Fee Give Details
Date
23AC& ACA	Balance Sheet Sec-220
66	Secretarial Compliance Certificate Sec-383A
20B	Annual Return  Sec-160

(b) FORMS, RETURNS AND DOCUMENTS FILED WITH CENTRAL GOVERNMENT/CLB

Form No.	Particulars  with section	Filed on	Receipt Number	Fees Paid	Remarks
Date

Total Forms:

3. STATUS OF THE COMPANY: (Kindly (√))

Public: Listed / Unlisted or Private Company

If Private Company Fill the Following Details:

	Name of the Member	Folio Number	No. of Shares	Percentage of Holding
Directors
Relatives
Employees
Others
Total:

4. MEETING OF BOARD OF DIRECTORS AND MINUTES:

A) Minutes in Hand Written/Binder

S.No.	Date	Subject/Remarks

a)     Whether proper Notices were given :

b)     Whether proceedings are properly recorded in minutes Book  and signed  :

c)      Whether Board has constituted any Committees:

If Yes:

1)     Does committee meeting are duly complied with :

2)     Minutes of committee meetings are regularly

       placed before the Board                                                  :

B) Any Circular Resolution:

If Yes date(s) of Resolution(s):

Date of Board Meeting at which

The Resolution was passed      :

5. CLOSURE OF REGISTER OF MEMBERS OR DEBENTURE HOLDERS:

If closed period of closure:

Language	Name of Newspaper	Date of Advertisement
Regional
English

6. ANNUAL GENERAL MEETING AND MINUTES:

Date of AGM	Place, Venue & Time	No. of Members present
		In Person	In proxy

a)     Whether proper Notices were given :

b)     Whether proceedings are properly recorded in minutes Book  and signed  :

Subjects:

Ordinary Business	Subject	Details on Forms Filed
Special Business

7. EXTRA ORDINARY GENERAL MEETING AND MINUTES:

Date of EGM	Place, Venue & Time	No. of Members present
		In Person	In proxy

a)     Whether proper Notices were given :

b)     Whether proceedings are properly recorded in minutes Book  and signed  :

Subject	Details on Forms Filed

8. LOANS TO DIRECTORS

a) Whether the Company has advanced loans to its Directors or persons or Firms or Companies referred to under Section 295 of the Act
b)If yes whether Central Government Approval is received

9. CONTRACTS SPECIFIED U/S 297

a) Whether the Company has entered into any contract U/S 297 of the Act. If Yes
b) Whether  B.O.D consent obtained by passing resolution
c) Whether prior approval of RD is obtained if the paid –up share capital is not less than rupees 1 Crore.

10. REGISTER OF CONTRACTS U/S 301

a)Whether necessary entries are made in Register of Contracts  U/S 301 of the Act
b)Whether it is signed by the Directors

11. HOLDING OFFICE OR PLACE OF PROFIT

Whether company was required to obtain any necessary approvals from the Board, members and Central Government U/S 314. If yes
Name of the Director
Whether prior Approval of Central Government is obtained if monthly remuneration has exceeded Rs.50,000
Date of Board resolution		Date of Special resolution		Date of Filing Form 23

12. ISSUE OF DUPLICATE SHARE CERTIFICATE

Whether company has issued any Duplicate Share Certificates. If yes give Details
Whether Board of resolution has been passed
Whether appropriate Indemnity Bond and Affidavit  have been obtained
Whether all entries are updated in Register of members
Whether advertisement is released if Articles require

13. WHETHER THE COMPANY HAS:

A) Delivered all the certificates on Allotment/Transfer:

Allotment Details	No. of Shares Allotted	Date of allotment	No. of Allottees	Date of Delivery of Share Certificates
Transfer Details	No. of Transfers	Date of Meeting(s)	Date of Dispatch of Certificates	Pending Transfers if any
Transmission Details	No. of Transmissions	Date of Meeting(s)	Date of Dispatch of Certificates	Pending Transmissions if any
Split/Consolidation	No. of Split/Consolidation	Date of Meeting(s)	Date of Dispatch of Certificates	Pending if any

B) Declaration of Dividend:

If yes –

Percentage of Dividend Declared	Amount Transferred to General Reserve (within 5 days)	Date of opening of Bank Account	Date of Deposit  in the Bank Account	Date of Dispatch of Warrants (within 30 days of date of declaration)

Whether Dividend /Warrants are posted in time to members:

Whether unpaid Dividend is transferred to Separate Bank Account:

Whether any amount is required to transfer to IEPF:

Whether duly complied with the requirements of Sec 217 of the Act:

14. APPOINTMENT OF DIRECTORS

Name of the Director	Designation	Relevant Form	Date of Filing
		32
		32

15. APPOINTMENT OF MANAGERIAL PERSONNEL

Name of the Director	Designation	Period of Appointment	Remuneration	Relevant Form	Date of Filing
				23
				32
				25C
				25A
Details on Revision of Remuneration if any:

16. APPOINTMENT OF SOLE SELLING AGENT

Whether Company has appointed any Sole Selling Agent: If yes
Whether Section 294AA is complied with
Whether agreement is approved in first General Meeting after the date of Appointment
Form No 23 duly Filed
Whether details are furnished to Central Government
Whether special resolution is passed and approval from Central Government is obtained when paid up share up Share Capital is more than 50Lakhs.

17. APPROVALS FROM VARIOUS AUTHORITIES

Whether Company was required to obtain approvals from various Authorities, if yes

Details of Approval From

Regional Director	Company Law Board	Registrar of Companies

18. DISCLOSURE OF INTEREST

Disclosures	Received from all the Directors		Remarks
24AA
274(1)(g)
DDA
Date of Board meeting in which it was Placed

19. ISSUE OF CAPITAL AND SECURITIES

19. Whether Company has issued any shares, debentures or other securities during the financial year: If yes give Details
Increase is within Authorized Capital
Whether Board Resolution is Passed for allotment of Shares
Form 2 – return of Allotment was filed
Register of Members is updated & if Private number of Shareholders is less than 50
Whether Share Certificates are issued to Allottees

 20. BUY BACK OF SHARES/SECURITIES

Whether Company has bought back any shares during the financial year: If yes give Details
Whether Articles authorize buy back of securities
Whether Special Resolution is passed if Buy Back is more than 10% of the total Paid-up Equity capital and Free Reserves
Whether Form 23 is filed within 30Days of Passing Resolution
If it less than 10% whether authorized by Board
Other details

21. REDEMPTION OF PREFERENCE SHARES/DEBENTURES

Number of Preference Shares/Debentures redeemed during the Year
Date of Redemption
Whether provisions contained in Articles of Association compiled with
Whether Form 5 is filed within 30 days from the date of Redemption

22. Any transaction necessitating the company to keep in abeyance the right to Dividend, Right shares and Bonus shares:

23. BORROWINGS BY WAY OF DEPOSITS

Whether Company has accepted any Deposits, If Yes

Date	58A	58AA
Whether provisions contained in Articles of Association compiled with
Whether written Declaration is obtained

24. BORROWINGS

 Amount borrowed by the company

Paid up Capital		Secured Loan
Free Reserves		Unsecured Loan
Total		Total

If Amount of Borrowings exceeds the limit check Date of passing of 293(1)(d) 

Date of passing 293(1)(d) Resolution
Amount
Receipt date of Filing of form 23

25. LOANS, INVESTMENTS, GUARANTEES AND SECURITIES

Paid up Capital		Investments
Free Reserves		Loans
Total		Total
Remarks

(Note: It should not exceed 60% of Paid-up share Capital and Free reserves or 100% of free reserves whichever is more)

26-29 ALTERATION OF MEMORANDUM OF ASSOCIATION

Whether the Company has altered its Memorandum with respect to the following? If yes give details

	Provisions of Memorandum	Particulars of Alteration	Has duly filed the Following  Forms
			Form	Filing Date
26	Situation Clause	Date(s) of Passing of Resolution: Board:                        GM:	23
			CLB Petition
			61
			21
			18
27	Object Clause	Date(s) of Passing of Resolution: Board:                        GM:	23
28	Name Clause	Date(s) of Passing of Resolution: Board:                        GM:	1A
			1B
			23
29	Capital Clause	Date(s) of Passing of Resolution: Board:                        GM:	23
			5

Whether every copy of Memorandum and Articles is updated after Alteration

30. ALTERATION OF ARTICLES OF ASSOCIATION

30. Whether the Company has altered its Articles of Association?
If yes details of Alteration Whether Board Resolution is Passed
Has obtained Approval from GM
Form 23
Alteration incorporated in all copies of Articles

31. PROSECUTION OR SHOW CAUSE NOTICES

I) Any Prosecution or Show Cause notice been received:
II) Fine, Penalty or punishment imposed on the Company in such Cases

32. SECURITIES FROM ITS EMPLOYEES

Whether Company has received any money as Security from its Employees? If Yes Details.

33. DEPOSIT OF CONTRIBUTION TO PROVIDENT FUND

Whether the Company has constituted a Provident Fund for its employees, If Applicable - Details on Deposit of Contribution to Provident Fund