Export-Import Bank of India General Regulations, 2020: Notification Dt. 13 August, 2020

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Export-Import Bank of India General Regulations, 2020: Notification Dt. 13 August, 2020

Export-Import Bank of India General Regulations, 2020: Notification Dt. 13 August, 2020

EXPORT-IMPORT BANK OF INDIA
(HEAD OFFICE)

NOTIFICATION

Mumbai, the 13th August, 2020

F. No. 9/13/2018-IF-I (E).—In exercise of the powers conferred by sub-section (1) of section 39 of the Export-Import Bank of India Act, 1981 (28 of 1981), and in supersession of the Export-Import Bank of India General Regulations, 1982 approved vide letter F.No.14(18)/76.IF.I dated the July 24, 1987, along with all its subsequent amendments except as respect things done or omitted to be done before such supersession, the Board of Directors of the Export-Import Bank of India, with the previous approval of the Central Government, hereby makes the following regulations, namely:—

CHAPTER I
PRELIMINARY

1. Short title and commencement.—(1) These Regulations may be called the Export-Import Bank of India General Regulations, 2020.

  • (2) They shall come into force on the date of their publication in the Official Gazette.

2. Definitions.—In these regulations, unless there is anything repugnant in the subject or context,—

(a) “Act” means the Export-Import Bank of India Act, 1981 (28 of 1981);

(b) “member” means a member of the Management Committee or any other Committee constituted by the Board of Exim Bank under sub section (1) of section 7 of the Act;

(c) words and expressions used but not defined in these regulations and used in the Act shall have the meanings respectively assigned to them in the Act.

CHAPTER II
MEETING OF BOARD AND MANAGING COMMITTEE

3. Meetings of the Board.—(1) Meetings of the Board shall be convened by the Chairman or the Managing Director or, in their absence, by a Deputy Managing Director of the Exim Bank nominated by the Chairman or the Managing Director in this behalf, at least four times in each calendar year and at least once in every three months.

(2) Any four directors may require the Chairman or the Managing Director to convene a meeting of the Board at any time, and he shall forthwith convene a meeting accordingly.

(3) Meetings of the Board shall be held at the Head Office of the Exim Bank, or at such other place in India as may be specified in the notice convening the meeting.

(4) At least two weeks’ notice shall ordinarily be given of each meeting of the Board and such notice shall be sent to every director at his registered address and in case it is necessary to convene an emergency meeting, a notice of at least three days shall be given to every director in India to enable him to attend:

Provided that in exceptional circumstances, when such shorter notice cannot be given, the Chairman or the Managing Director may act on behalf of the Board and report at the next meeting of the Board.

(5) No business other than that for which the meeting was convened shall be transacted at a meeting of the Board, except with the consent of the person presiding at the meeting.

(6) Five directors shall form a quorum for the transaction of business at a meeting of the Board.

(7) A copy of the minutes of each meeting of the Board shall be circulated within fifteen days after the date of the meeting for the information of the directors and shall be signed by the person presiding at that meeting or the next succeeding meeting.

(8) Participation of the Directors in the meetings under these regulations may be either in person or through video conferencing or through other audio-visual means.

(9) Any participation of the Directors through video conferencing or other audio-visual means shall be counted for the purpose of quorum.

(10) A resolution in writing circulated to all the directors in India and approved and signed by a majority of such directors who are then in India, one of whom shall be the Chairman or the Managing Director, shall be valid and effectual and shall be deemed to be the resolution passed by the Board on the date on which it is approved and signed by the last signatory to the resolution:

Provided that only for specific reasons to be recorded in writing a resolution shall be passed by circulation as mentioned above and every such resolution shall be placed before the next meeting of the Board, for the information of the Board.

4. Constitution and powers of the Management Committee.—(1) There shall be a Management Committee which shall consist of the Chairman, Managing Director, the Deputy Managing Directors and not more than seven Directors of the Board, to be nominated by the Board.

(2) In the exercise of its powers, the Management Committee shall be bound by such general or special directions as the Board may give from time to time.

5. Meetings of Management Committee.— (1) The meetings of the Management Committee may be convened by the Chairman or the Managing Director or, in their absence, by a Deputy Managing Director of the Exim Bank nominated by the Chairman or the Managing Director in this behalf from time to time at the Head Office of the Exim Bank, or at such other place in India as may be specified in the notice convening the meetings, so however that atleast six meetings shall be convened in each calendar year and at least two weeks’ notice shall ordinarily be given of each meeting of the Management Committee and in case it is necessary to convene an emergency meeting, a notice of at least three days shall be given for such meetings:

Provided that in exceptional circumstances, when such shorter notice cannot be given, the Chairman or the Managing Director may act on behalf of the Management Committee and report at the next meeting of the Management Committee.

(2) Three members of whom one should be a director appointed under clause (b) or clause (c) or clause (d) or clause (e) of sub-section (1) of section 6 of the Act shall form a quorum for the transaction of business at a meeting of the Management Committee.

(3) Save as otherwise provided in this regulation, the provisions of the Act and, of these regulations shall apply to meetings of the Management Committee as if they were meetings of the Board.

6. Director or member not to deal with matters with which he is personally concerned.—(1) Every director of the Board and every member of the Management Committee who is in any way, whether directly or indirectly, concerned or interested in a contract or arrangement, or proposed contract or arrangement, entered into or to be entered into, by or on behalf of the Exim Bank, shall disclose the nature of his concern or interest in such contract or arrangement or proposed contract or arrangement at a meeting of the Board or the Management Committee, as the case may be:

Provided that it shall not be necessary for a director or member to disclose his concern or interest in any such contract or arrangement proposed to be entered into with a company or a foreign company within the meaning of the Companies Act, 2013 (18 of 2013), where the concern or interest consists only in his holding either singly or together with any other director or directors of the Board or any other member or members of the Management Committee, in the aggregate not more than two percent, of the paid-up share capital of such company.

(2) (a) In the case of a proposed contract or arrangement, the disclosure required to be made by a director of the Board or member of the Management Committee under sub-regulation (1) shall be made at the meeting of the Board or the Management Committee, as the case may be, at which the question of entering into contract or arrangement is first taken into consideration or if the director or member, was not, at the date of that meeting concerned or interested in the proposed contract or arrangement, at the first meeting of the Board or the Management Committee, as the case may be, held after he becomes so concerned or interested.

(b) In the case of any other contract or arrangement, the required disclosure shall be made at the first meeting of the Board or the Management Committee, as the case may be, held after the director or member becomes concerned or interested in the contract or arrangement.

(3) (a) For the purpose of sub-regulations (1) and (2) a general notice given by a director or a member, to the Board or to the Management Committee, as the case may be, to the effect that he is a director or a member of a specified body corporate or is a member of a specified firm and is to be regarded as concerned or interested in any contract or arrangement which may, after the date of the notice, be entered into with that body corporate or firm, shall be deemed to be a sufficient disclosure of concern or interest in relation to any contract or arrangement so made.

(b) Any such general notice shall expire at the end of the financial year in which it is given, but may be renewed for further periods of one financial year at a time, by a fresh notice given in the last month of the financial year in which it would otherwise expire.

(c) No such general notice, and no renewal thereof, shall be of effect unless either it is given at a meeting of the Board or the Management Committee, as the case may be, or the director or member, concerned takes reasonable steps to secure that it is brought upon and read at the first meeting of the Board or the Management Committee, as the case may be, after it is given.

(4) No director of the Board and no member of the Management Committee shall as a director or member, as the case may be, take any part in the discussion of or vote on any contract or arrangement entered into or to be entered into by or on behalf of the Exim Bank, if he is in anyway, whether directly or indirectly, concerned or interested in such contract or arrangement; nor shall his presence count for the purpose of forming a quorum at the time of such discussion or vote; and if he does vote, his vote shall be void:

Provided that nothing herein contained shall apply to any contract or arrangement entered into or to be entered into with a public company within the meaning of the Companies Act, 2013, or a private company within the meaning of that Act which is a subsidiary of any such public company in which the interest of the Director consists solely;

(i) in his being a director of such company, having been nominated as such director by the Exim Bank, or

(ii) in his being a member holding not more than two percent of the paid-up share capital of such company.

7. Other Committees.—(1) (a) any Committee other than the Management Committee shall consist of such members, comprising either wholly directors or wholly other persons or partly directors and partly other persons as may be nominated by the Board or the Management Committee and shall transact such business as may be entrusted to the Committee by the Board or the Management Committee.

(b) in the conduct of the business the members of the Committee constituted under clause (a) shall be bound by such general or special directions as the Board or the Management Committee may give from time to time.

(2) Meetings of any such committee may be convened from time to time at the Head Office of the Exim Bank, or at such other place in India as may be specified in the notice convening the meeting and at least two weeks’ notice shall ordinarily be given of each meeting of such committee and if it is necessary to convene an emergency meeting, a notice of at least three days shall be given for such meeting:

Provided that in exceptional circumstances when even such shorter notice cannot be given, the Chairman or the Managing Director, if he or she is a member of such committee, and if not, then the Chairman of the committee may act on behalf of such committee and report at the next meeting of the committee.

(3) The quorum for the meeting of any such Committee shall be one third of its strength (any fraction contained in that one-third being rounded off as one) or three members, whichever is higher.

(4) The provisions of regulation 6 shall apply to every member and to meetings of any such Committee in the same manner as that regulation applies to every member and to meetings of the Management Committee:

Provided that if any such member has given any notice under regulation 6 to the Board or the Management Committee, it shall not be necessary for him to further disclose his concern or interest in pursuance of this sub-regulation.

CHAPTER III
FEE AND ALLOWANCES OF DIRECTORS AND MEMBERS OF THE COMMITTEE

8. Fees and allowances of directors and members of the Committee.—(1) Subject to the proviso to section 8 of the Act,—

(i) directors shall be entitled to receive a fee of Rs.40,000/- or such other amount as may be specified by the Board for each meeting of the Board which they attend:

Provided that an additional fee of Rs.10,000/- or such other amount as may be specified by the Board shall be payable to such director who chairs a meeting of the Board.

(ii) members of the Management Committee shall be entitled to receive a fee of Rs.20,000/- or such other amount as may be specified by the Board for each meeting of the Management Committee which they attend:

Provided that an additional fee of Rs.5,000/- or such other amount as may be specified by the Board shall be payable to such member who chairs a meeting of the Management Committee.

(iii) every member of any Committee constituted under sub-section (1) of section 7 of the Act shall, unless he is in receipt of any remuneration including honorarium other than casual remuneration from the Exim Bank be entitled to receive a fee of Rs.20,000/- or such other amount as may be specified by the Board for each meeting of such Committees, which he attends:

Provided that an additional fee of Rs.5,000/- or such other amount as may be specified by the Board shall be payable to such member who chairs a meeting of the Committee:

Provided further that the aggregate fees payable to a director or member in terms of regulation 8, shall not exceed an overall ceiling of rupees fifteen lakh per annum or such other amount as the Board may specify.

(2) In addition to such fees, directors and members shall be reimbursed their travelling, halting and other expenses including accommodation on such scales as may be fixed from time to time.

CHAPTER IV
GENERAL PROVISIONS

9. Manner and form in which contracts bind on the Exim Bank be executed.— (1) Contracts on behalf of the Exim Bank may be made as follows:

(i) Any contract which, if made between private persons, would be by law required to be in writing, signed by the parties to be charged therewith, may be made on behalf of the Exim Bank in writing signed by any person acting under its authority, express or implied, and may in the same manner be varied or discharged.

(ii) All contracts made according to the provisions of this regulation shall be valid and binding on the Exim Bank.

10. Certain powers to be exercised by the Board.—(1) Except as otherwise provided in the Act or in the regulations, the following powers on behalf of the Exim Bank shall be exercised only by the Board, namely:—

(a) approval of the balance sheets relating to the General Fund and Export Development Fund;

(b) approval of appropriation of profits and other usual and necessary provisions relating to the General Fund and the Export Development Fund;

(c) approval of write-off of losses or bad debts in excess of rupees twenty crore or such other amount as it may specify:

Provided that the provisions of clause (c) shall not apply to any write-off made pursuant to a resolution process in terms of the Insolvency and Bankruptcy Code, 2016 (31 of 2016), other similar enactments or any regulatory guidelines.

(2) The Chairman if he is the whole-time Director or the Managing Director shall exercise such powers as may be specified by these regulations or may be determined by the Board to do all the things required to be done by the Exim Bank except to the extent provided herein above and is also authorised to allocate duties to officers and other employees for various purposes through grant of powers of attorney or by general or special order or otherwise and these powers may include, but shall not be limited to, sanction and disbursement of assistance, endorsement and transfer of promissory notes, stock-receipts, stocks, debentures, shares, securities and documents of title to goods, standing in the name of or held in the name of or held by the Exim Bank, and to draw, accept and endorse bills of exchange and other instruments in the current and authorised business of Exim Bank and to sign all other accounts, receipts and documents connected with or incidental to such business.

11. Plaints, documents, etc. by whom to be signed.—Plaints, written statement, affidavits and all other documents connected with legal proceedings may be signed and verified on behalf of the Exim Bank by any officer empowered by the Chairman if he is a whole-time director or the Managing Director or under the regulation (10) to sign documents for and on behalf of the Exim Bank.

12. Issue of Bonds.—(1) The bonds or debentures of the Exim Bank shall be issued over the signature of the Chairman if he is a whole-time director or Managing Director which may be printed, engraved or lithographed or impressed by such other mechanical process as the Exim Bank may direct;

(2) A signature so printed, engraved, lithographed or otherwise impressed shall be as valid as if it had been inscribed in the proper handwriting of the signatory himself.

13. Common Seal.—The Common seal of the Exim Bank shall not be affixed to any instrument except in pursuance of a resolution of the Board or of the Management Committee and in the presence of at least two directors who shall sign their names to the instrument in token of their presence, and such signing shall be independent of the signing of any person who may sign the instrument as a witness and unless so signed as aforesaid such instrument shall be of no validity.

14. Balance Sheet and Profit and Loss Account.—The annual accounts of the Exim Bank shall be prepared and set out in the following manner or in such other manner as the Central Government may by notification in the Official Gazette specify,—

(i) a balance sheet as on the 31st March of each year or such other date in each year as the Central Government may, by notification in the Official Gazette specify, a profit and loss account and a cash flow statement for that year, of the General Fund, in the forms set out in Schedule I, Schedule II and Schedule III, respectively, to these regulations; and

(ii) a balance sheet as on the 31st March of each year or such other date in each year as the Central Government may, by notification in the Official Gazette specify, and a profit and loss account for that year, of the Export Development Fund, in the form set out in Schedule IA and Schedule IIA, respectively, to these regulations.

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