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