IFSCA (Procedure for Authority Meetings) Regulations, 2020 (Amended up to 20.08.2024)

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INTERNATIONAL FINANCIAL SERVICES CENTRES AUTHORITY NOTIFICATION Gandhinagar, the 12th November 2020 International Financial Services Centres Authority (Procedure for Authority Meetings) Regulations, 2020 [As amended up to August 20, 2024] In exercise of the powers conferred by section 8 of the International Financial Services Centres Authority Act, 2019 (50 of 2019), the International Financial Services Centres Authority hereby makes the following regulations, namely: - Chapter 1 Preliminary 1. Short title and commencement 1) These regulations may be called International Financial Services Centres Authority (Procedure for Authority Meetings) Regulations, 2020. 2) These regulations shall come into force on the date of their publication in the Official Gazette. 2. Definitions (1) In these regulations, unless the context otherwise requires: - (a) “Act” means the International Financial Services Centres Authority Act, 2019 (50 of 2019); (b) “Authority” means the members of the Authority as constituted under section 4 of the International Financial Services Centres Authority Act, 2019 (50 of 2019); (c) “Chairperson” means Chairperson of the Authority; (d) “Member” means a Member of the Authority and includes the Chairperson; (e) “Schedule” means schedule attached to these regulations; (2) Words and expressions used and not defined in these regulations but defined in the Act shall have the meanings respectively assigned to them in the Act. Chapter II Meetings of the Authority 3. Convening of Meetings 1) Meetings of the Authority shall be convened at least once in each quarter of the year by the Chairperson or in his absence, by any member nominated by the Chairperson, in this behalf. 2) Any three members may require the Chairperson to convene a meeting of the Authority at any time and the Chairperson shall convene the meeting of the Authority accordingly; Provided that if the Chairperson is not available, any three members may require the Secretary to convene the meeting of the Authority. 4. Presiding over meetings The Chairperson, or if he is unable to attend the meeting of the Authority, for any reason, any other member chosen by the members present at the meeting, shall preside over the meeting. 5. Place and time of meetings Meetings of the authority shall be held at such times and places in India as may be specified in the notice convening the meeting. 6. Notice 1) Not less than seven working days’ notice shall ordinarily be given of each meeting of the Authority and such notice along with agenda papers shall be sent to every member at least seven working days in advance at his or her usual address in India as furnished by him to the Authority.: Provided that if an emergency meeting of the Authority is required to be convened, seven working days’ notice may not be required. However, sufficient notice shall be given to the member to enable him or her to attend the meeting: Provided further that a resolution may be passed or a decision taken by circulation of an agenda to the members. 2) No business other than that for which the meeting was convened shall be discussed at a meeting of the Authority, except with the consent of the Chairperson or the member presiding at the meeting and a majority of the members present. 3) If for any reason it is not possible to conduct a physical meeting, such meeting may be held through video conferencing or other audio-visual means. Voting, if necessary, shall be through electronic mode, including through official email (e-voting). The Authority shall maintain a recorded transcript of the entire proceedings in safe custody till the minutes of the meeting are confirmed. 4) If a member is unable to attend the meeting by way of physical presence at the meeting venue, he or she may attend the meeting through video-conferencing or any other audio- visual means. The secretariat of the Authority shall be responsible to provide necessary facility for such virtual participation. 7. Quorum 1) Four members of the Authority shall constitute the quorum for the transaction of business at a meeting of the Authority. 1[(1A) Where the total strength of the Authority is less than 4, the total no. of members, being not less than 2, shall constitute the quorum provided that at least one of them is an ex-officio member.] 2) All questions which come up before any meeting of the Authority shall be decided by a majority vote of the members present and voting and in the event of any equality of votes, the Chairperson, or in his absence, the member presiding, shall have a second or casting vote. 8. Leave of absence The Authority may grant leave of absence to a member not present in the meeting and such leave of absence shall be recorded in the minutes of the meeting. 9. Minutes of the meeting. 1) The Authority shall cause the minutes of all the proceedings to be maintained in the books kept for the purpose which may be in the form of binders containing loose leaves, duly numbered. 2) A copy of the proceedings of each meeting of the Authority shall be circulated as soon as possible for confirmation of the members. The confirmed minutes shall be signed by the Chairperson or the member presiding at the succeeding meeting, and taken on record thereafter. 2[9A. Invitees at meeting: Any person whose presence at a meeting is desired for his advice or consultation, may be invited to attend the meeting by the Chairperson, upon prior intimation to other members.] 1 Inserted by the IFSCA (Procedure for Authority Meetings) (Amendment) Regulations, 2024, w.e.f. 20th August 2024. 2 Inserted by the IFSCA (Procedure for Authority Meetings) (Amendment) Regulations, 2024, w.e.f. 20th August 2024. Chapter III Obligation of the members 10. Member to abstain from Authority meeting’s deliberations on certain matters Every member, who is directly or indirectly concerned or interested in any matter coming up for consideration at a meeting of the Authority, shall, as soon as possible, after the relevant circumstances have come to his knowledge, disclose the nature of his interest at such meeting and such disclosure shall be recorded in the proceedings of the Authority and the member shall not take any part in any deliberation or decision of the Authority with respect to that matter. Explanation: The expression “directly or indirectly” referred to in this regulation shall include any concern or interest of a member either by himself or through his relatives within the meaning of definition of section 2(77) of the Companies Act, 2013 or by reason of being a partner or director of that concern. 11. Obligation of a member to give information of disqualification 1) A member, as soon as may be, inform the Authority if he becomes subject to any of the disqualifications specified in section 7 of the Act. 2) The Authority shall inform the Central Government, if it comes to the notice of the Authority that any member has attracted the disqualifications referred to in sub-regulation (1). 12. Declaration of fidelity Every member, before entering upon his duties, shall sign a declaration of fidelity and secrecy in the form set out in the Schedule pledging himself to observe strict secrecy in relation to all transactions of the Authority and all matters relating thereto and shall be by declaration pledge himself not to reveal any of the matters/information which may come to his knowledge in the discharge of his duties except when required or authorized to do so by the Authority or by Law. Chapter IV Miscellaneous 13. Officer to be nominated for keeping custody of the minutes book, common seal etc. 1) Chairperson shall nominate any officer of the Authority not below the rank of Grade ‘D’ as Secretary to keep custody of common seal, register of attendance of the meetings, minutes book, and other documents/records etc. pertaining to the meetings of the Authority. 2) The Secretary shall arrange meetings, record minutes and generally ensure that these regulations are followed. 3) 3[No member, other than the Chairperson or a person specifically authorised by him, shall give information to the Press or any other public media on matters relating to the working of the Authority and decisions taken at meetings.] 14. Manner and form in which contracts may be executed 1) Any contract which, if made between private persons would by law be required to be in writing, signed by the parties to be charged therewith, may be made on behalf of the Authority in writing signed by any member, officer of the Authority or any other person acting under its authority, express or implied and may in the same manner be varied or discharged. 2) Any document connected with any contract may be signed and verified on behalf of the Authority by any officer authorized by the chairperson to sign such document for and on behalf of the Authority. 3) All contracts made according to the provisions of this regulation shall be valid and binding on the Authority. 15. Accounts and documents by whom to be signed 1) The Chairperson, the whole time members, or any officer as may be nominated by Chairperson by designation or otherwise are hereby severally authorized for and on behalf of the Authority to endorse and transfer negotiable instruments, stock-receipts, stock, debentures, shares, securities, and documents of title to movable and immovable properties standing in the name of or held by the Authority, and to draw, accept and endorse bills of exchange and other instruments in the current and authorized business of the Authority and to sign all other accounts, receipts and documents connected with such business. 2) Plaints, written statements, complaints, affidavits, petitions and all other documents connected with legal proceedings may be signed and verified on behalf of the authority by any officer authorized by the Chairperson to sign such documents for and on behalf of the authority. 3 Inserted by the IFSCA (Procedure for Authority Meetings) (Amendment) Regulations, 2024, w.e.f. 20th August 2024. 16. Affixation of Common Seal The Common Seal of the Authority shall not be affixed to any instrument except in pursuance of a resolution of the authority and in the presence of at least one member who shall sign on such instrument in token of his presence and such signing shall be independent of the signing of any person who may sign the instrument as a witness. Schedule International Financial Services Centres Authority (Procedure for Authority Meetings) Regulations, 2020 [See regulation 12] DECLARATION OF FIDELITY AND SECRECY I, …………………………………………..do hereby solemnly and sincerely declare that I will faithfully, truly and to the best of my skill and ability execute and perform the duties required of me as a member of the Authority and which properly relate to the office or position held by me in or in relation to the said Authority. I further declare that I shall not communicate or allow to be communicated to any person not legally entitled thereto, any information relating to the affairs of the Authority or to the affairs of any person having any dealings with the said Authority, nor shall I allow any such person to inspect or to have access to any books or documents belonging to or the business of any person having any dealing with the said Authority. Date: Place: (Signature) Signed before me