Securities Co ntracts (Regulat lat ion) Act, 1956
Securities Contracts (Regulation) Act, 1956
Recognition of stock exchanges
Withdrawal of recognition
Powers of Central Government
Powers of recognised stock exchange
Clearing corporation
Punishments for contraventions
Powers of SEBI 11Licensing of dealers in certain areas
Public issue and listing of securities
Exclusion of spot delivery contracts
Contracts in derivatives
Conditions for listing
Delisting of securities
Right of appeal to sat against refusal to list securities of public companies by stock exchanges
Penalties
Factors to be taken into account by the adjudicating officer
Crediting sum realised by way of penalties to consolidated fund of India
Offences
Composition of certain offences
Offences by companies
Certain offences to be cognizable
Cognizance of offences by courts
Special provisions related to commodity derivatives
Securities Contracts (Regulations) Rules, 1957
Requirements of listing of securities with recognised stock exchanges
Conditions precedent to submission of application for listing by stock exchange
Application for listing of new securities
Suspension or withdrawal of admission to dealings in securities on stock exchange
Continuous listing requirement
Delisting of securities
Securities and exchange board of India act, 1999
Introduction
Objective of SEBI
SEBI Act, 1992
Composition of SEBI
Functions and powers of SEBI
Registration of intermediaries
Prohibition of manipulative and deceptive devices, insider trading etc.
Penalties for failures
Penalties and adjudication
Powers of sat
Appeal to supreme court
Powers of Central Government
Delegation of powers
Appeal to the Central Government
Bar of jurisdiction
Offences and punishments (section 24)
Cognizance of offences by courts
Recovery of amounts
Consent order
Role of company secretary
Lesson round up
Depositories act, 1996
Introduction
Benefits of depository system
Depository system – An overview
Models of depository
Legal linkage
Depository participant
Registrar/issuer
Dematerialisation
Rematerialisation
Electronic credit in new issues
Trading system
Corporate actions
Legal framework
Depositories Act, 1996
Power of SEBI
Penalties and adjudication
Membership rights in respect of securities held by a depository
Evidentiary value of the records of the depository
SEBI (Depositories and Participants) Regulations, 1996
Audit under SEBI (Depositories and Participants) Regulations, 1996
Internal audit of operations of depository participants
Concurrent audit
Role of Company Secretary
SEBI (issue of capital and disclosure requirements)regulations, 2009
Introduction
Issue of equity shares
Applicability of the regulations
Eligibility norms for public issue
Types of issue
Draft offer documents
Offer document
Red herring prospectus (rhp )
Filing of offer document
Issue of securities in dematerialised form
Fast-track issues
Differential pricing
Price and price band
Face value of equity shares
Promoters’ contribution
Securities ineligible for minimum promoters’ contribution
For securities held by promoters
Transferability of share under locked-in
Pledge of locked-in specified securities
Underwriting
Issue opening date
Period of subscription
Minimum number of share applications and application money
Issue of advertisements
Mandatory collection centres
Minimum subscription
Restriction on further capital issues
Proportionate allotment
Basis of allotment
Coordination with intermediaries
Minimum offer to public
Reservation on competitive basis
Allocation in net offer to public
Redressal of investors grievances
Powers of SEBI
Procedure for issue of securities
Role of company secretary
An overview of SEBI (listing obligations and disclosure requirements)regulations, 2015
Introduction
Applicability
Obligations of listed entities
Compliances under SEBI Listing Regulations
Corporate governance under SEBI (Lo dr) Regulations, 2015
Board committees under listing regulation
Vigil mechanism [regulation 22]
SEBI (share based employee benefits ) regulations
Background
Companies Act, 2013
SEBI (Share Based Employee Benefits) Regulations, 2014
Applicability
Companies covered
Non- applicability
Important definitions
Schemes – Implementation and process
Implementation of schemes through trust
Eligibility criteria
Compensation committee
Shareholders approval
Variation of terms of the schemes
Winding up of the schemes
Non-transferability
Listing
Schemes implemented by unlisted companies
Compliances and conditions
Certificate from auditors
Disclosures
Accounting policies
Administration of specific schemes
Employee stock option scheme (esos )
Employee stock purchase scheme (esps )
Stock appreciation rights scheme (sars)
General employee benefits scheme (gebs )
Retirement benefit scheme (rbs )
Directions by SEBI and action in case of default
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 for esop /esps
Role of company secretary
SEBI (issue of sweat at equity) regulations, 2002 – an overview
Introduction
Companies Act, 2013
SEBI (issue of Sweat Equity) Regulations, 2002
Sweat equity shares may be issued to employee and directors
Special resolution
Issue of sweat equity shares to promoters
Pricing of sweat equity shares
Valuation of intellectual property
Accounting treatment
Placing of auditors before annual general meeting
Ceiling on managerial remuneration
Lock-in
Listing
Applicability of takeover
SEBI (prohibition of insider trading) regulations
Communication or procurement of unpublished price sensitive information
Trading when in possession of unpublished price sensitive information
Trading plans
Disclosures of trading by insiders
Disclosures of interest by certain persons
Codes of fair disclosure and conduct
Penalty provisions for violations of the regulations
Appeal to securities appellate tribunal
Role of company secretary as compliance officer
Mutual Funds
Mutual funds Introduction
Structure of a mutual fund
Overview of mutual funds industry in India
Regulator & Industry Body
Schemes according to investment objective
Advantages of mutual funds
Risks involved in mutual funds
Key players in mutual fund
Mutual fund terminology
Expense ratio
Holding period return
Evaluating performance of mutual fund
SEBI (Mutual Fund) Regulations, 1996
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Collective investment schemes
Introduction
SEBI (Collective Investment Schemes) Regulations, 1999 – An overview
Restrictions on business activities
Obligations of collective investment management company
Penal Provisions
Role of Company Secretary
SEBI (ombudsman) regulations
Introduction
Investor grievances
Scores (SEBI Complaints Redress System)
When can a case be referred for arbitration?
When can SEBI take action for non-resolution of the complaint?
Ombudsman
Powers and functions of ombudsman
Procedure for redressal of grievance
Procedure for filing a complaint
Power to call for information
Settlement by mutual agreement
Evidence act not to apply in the proceedings before ombudsman
SEBI (Informal Guidance) Scheme, 2003
Confidentiality of request
Structure of capital market
Introduction
National level institutions
State level institutions
Qualified institutional buyers
Foreign portfolio investor
Alternative Investment Funds
Private equity
Angel fund
High net worth individuals
Venture capital
Pension fund
Capital Market Instruments
Equity shares
Shares with differential voting rights
Preference shares
Debentures
Bonds
Foreign currency convertible bonds (fccbs )
Foreign currency exchangeable bonds (fcebs )
Indian depository receipts
Derivatives
Warrant
Part C – Aspects of Primary Market
Book building
Anchor Investors
Application supported by block amount (asb a)
Green shoe option
Stock exchange
Basis of sensex
Nifty
Market surveillance
Risk management in secondary market
Impact of various policies on stock markets
Securities Market Intermediaries
Introduction
Internal audit of intermediaries by company secretary in practice
Role of company secretary
Related party transactions [regulation 23]
In-principle approval of recognized stock exchange(s) [regulation 28] 112Role of company secretary
Lesson