Taxmann's SEBI Manual | Set of 3 Volumes

Page 1






PAGE

CONTENTS PAGE

List of Rules/Regulations List of Circulars/Notifications/Press Notes List of Master Circulars List of COVID-19 Circulars

I-29 I-33 I-51 I-53

DIVISION ONE SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 u

Arrangement of Regulations

u

Text of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018

1.i

u

Clarifications

1.3 1.369

DIVISION TWO SEBI ACT, 1992 u

Arrangement of Sections

2.3

u

Text of Securities and Exchange Board of India Act, 1992 as amended upto date

2.9

u

Notifications issued under Securities and Exchange Board of India Act, 1992

2.57

DIVISION THREE SECURITIES CONTRACTS (REGULATION) ACT, 1956 WITH RULES/REGULATIONS u

Securities Contracts (Regulation) Act, 1956 as amended up to date

u

Securities Contracts (Regulation) Rules, 1957

3.55

u

Securities Contracts (Regulation) (Procedure for Holding Inquiry and Imposing Penalties) Rules, 2005

3.85

u

Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018

3.91

u

Securities Contracts (Regulation) (Manner of Increasing and Maintaining Public Shareholding in Recognised Stock Exchanges) Regulations, 2006

3.137

I-5

3.3


CONTENTS

I-6 PAGE

u u

Securities Contracts (Regulation) (Appeal to Securities Appellate Tribunal) Rules, 2000 Clarifications

3.147 3.159

DIVISION FOUR SEBI RULES, REGULATIONS AND GUIDELINES 4.1 ACCREDITED INVESTORS u

Modalities for implementation of the framework for Accredited Investors

4.3

4.2 ALTERNATIVE INVESTMENT FUNDS u u u u u u u u u u u u u u u u

Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 Operational, Prudential and Reporting Norms for Alternative Investment Funds (AIFs)

Amendment to SEBI (Alternative Investment Funds) Regulations, 2012 Guidelines on disclosures, reporting and clarifications under AIF Regulations Application for change in category of Alternative Investment Fund Guidelines on overseas investments and other issues/clarifications for AIFs/VCFs Participation of Category III Alternative Investment Funds (AIFs) in commodity derivatives market Online filing system for Alternative Investment Funds Filing of term sheet by Angel Funds Operating guidelines for Alternative Investment Funds in International Financial Services Centres Disclosure Standards for Alternative Investment Funds (AIFs) Collection of Stamp Duty on Issue, Transfer and Sale of Units of AIFs Processing of applications for registrations of AIFs and launch of schemes 2021 Amendment to Regulation 20(6) of SEBI (AIF) Regulations, 2012 Regulatory reporting by AIFs Relaxation in compliance with requirements pertaining to AIFs and VCFs

4.9 4.44 4.56 4.57 4.67 4.68 4.72 4.73 4.74 4.76 4.79 4.149 4.150 4.151 4.152 4.176


I-7

CONTENTS PAGE

u u

Modalities for filing of placement memorandum through a Merchant Banker Clarifications regarding amendment to SEBI (Alternative Investment Funds) Regulations, 2012

4.177 4.183

4.3 BANKERS TO AN ISSUE

u

Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994 Acceptance of public issue applications by banks

4.185 4.201

u

Public rights issues by Bankers to an Issue

4.201

u

Submission of details of shares applications/application monies received from investors by Banker to an Issue to be furnished to Registrar of Issue

4.202

u

Reporting of information on a periodic basis

4.203

u

Strengthening guidelines and raising industry standards for RTA, issuer companies and Banker to an issue

4.210

u

Permitting non-scheduled Payments Banks to register as Bankers to an Issue Processing of Investor Complaints in SEBI Complaints Redress System (SCORES)

u

u

4.215 4.215

4.4 BILATERAL NETTING OF QUALIFIED FINANCIAL CONTRACT u

Bilateral Netting of Qualified Financial Contracts Act, 2020

4.216

4.5 BUY-BACK OF SECURITIES u

Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018

4.217

4.6 CERTIFICATION OF ASSOCIATED PERSONS IN SECURITIES MARKETS u

Securities and Exchange Board of India (Certification of Associated Persons in the Securities Markets) Regulations, 2007

4.237

u

Notifications issued under regulation 3 of Securities and Exchange Board of India (Certification of Associated Persons in Securities Markets) Regulations, 2007

4.241


CONTENTS

I-8 PAGE

4.7 COLLECTIVE INVESTMENT SCHEME u

Securities and Exchange Board of India (Collective Investment Schemes) Regulations, 1999

4.251

u

Art Funds covered by Collective Investment Scheme

4.308

4.8 CREDIT RATING AGENCY u

Securities and Exchange Board of India (Credit Rating Agencies) Regulations, 1999

4.309

u

Master Circular for Credit Rating Agencies

4.332

u

Enhanced disclosure and transparency norms for credit rating agencies

4.371

u

Enhanced Governance norms for Credit Rating Agencies (CRAs)

4.378

u

Review of post-default curing period for CRAs

4.378

u

Standardizing and Strengthening Policies on Provisional Rating by Credit Rating Agencies (CRAs) for Debt Instruments

4.379

u

Introduction of Expected Loss (EL) based Rating Scale and Standardisation of Rating Scales Used by Credit Rating Agencies

4.381

4.9 CUSTODIAN u

Securities and Exchange Board of India (Custodian) Regulations, 1996

4.383

u

Uniform norms and practices for custodians

4.399

u

Format of payment of annual fee as required by SEBI (Custodian of Securities) (Second Amendment) Regulations, 2006

4.401

u

Submission of monthly reports

4.402

u

Submission of monthly reports by custodians

4.406

u

Online registration mechanism for custodian

4.406

4.10 DEBENTURE TRUSTEES u

Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993

4.408

u

Master Circular for Debenture Trustees (DTs)

4.434

u

Submission of Quarterly Reports by Debenture Trustees

4.452

u

Standardisation of procedure to be followed by Debenture Trustee(s) in case of default by issuers of listed debt securities

4.461


I-9

CONTENTS PAGE

u

Creation of security in issuance of listed debt securities and due diligence by debenture trustee(s)

4.463

u

Contribution by Issuers of Listed or Proposed to be Listed Debt Securities towards Creation of Recovery Expense Fund

4.468

u

Security and Covenant Monitoring using Distributed Ledger Technology

4.478

4.11 DEBT SECURITIES, ISSUE AND LISTING OF u

Securities and Exchange Board of India (Issue and Listing of Municipal Debt Securities) Regulations, 2015

4.485

u

System for making Application to Public Issue of Debt Securities

4.523

u

Reduction of time-line for Transfer of Equity shares and prescription of time-line for Transfer of Debt Securities

4.528

u

Submission of accounts for debt securities issued under SEBI (Issue and Listing of Debt Securities by Municipalities) Regulations, 2015

4.528

4.12 DELISTING OF SECURITIES u

Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021

4.530

u

Applicability of delisting regulations - Transitional provisions

4.555

u

Restrictions on promoters and whole-time directors of compulsorily delisted companies pending fulfilment of exit offers to the shareholders

4.556

u

Timelines for counter offer process

4.557

u

Standard Operating Procedure for listed subsidiary company desirous of getting delisted through a Scheme of Arrangement wherein the listed parent holding company and the listed subsidiary are in the same line of business

4.558

4.13 DEPOSITORIES u

Depositories Act, 1996 as amended up to date

4.559

u

Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018

4.576

u

Depositories (Appeal to Securities Appellate Tribunal) Rules, 2000

4.623

u

Depositories (Appeal to the Central Government) Rules, 1998

4.632

u

Depositories (Procedure for Holding Inquiry and Imposing Penalties) Rules, 2005

4.637

u

Master Circular for Depositories

4.640


CONTENTS

I-10 PAGE

u

Master Circular for Stock Exchanges and Depositories

4.922

u

Operational guidelines for Transfer and Dematerialization of re-lodged physical shares

4.927

4.14 DEPOSITORY RECEIPTS SCHEME, 2014 u

Depository Receipts Scheme, 2014

4.930

u

Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depositary Receipt Mechanism) Scheme, 1993

4.935

u

Issue of Foreign Currency Exchangeable Bonds Scheme, 2008

4.950

u

Companies (Issue of Global Depository Receipts) Rules, 2014

4.953

4.15 DERIVATIVES u

Master Circular on Matters Relating to Exchange Traded Derivatives

4.956

u

Guidelines on exchange traded interest rate derivatives

4.1061

u

Composition of capital and margins

4.1067

u

Participation of banks in interest rate derivatives market

4.1069

u

Introduction of Bond Index

4.1070

u

Review of Advance Intimation timelines for Modifications in the contract Specifications of Commodity derivatives contracts

4.1070

u

Position limits for currency derivatives contracts

4.1071

4.16 DEVELOPMENT FINANCIAL INSTITUTIONS u

Guidelines for disclosure and investor protection

4.1073*

4.17 DISCLOSURE STANDARDS FOR CORPORATES u

Continuing disclosure standards by corporates

4.1080*

4.18 EMPLOYEE BENEFITS SHARE BASED AND SWEAT EQUITY u

Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

*See Volume 2.

4.1083*


I-11

CONTENTS PAGE

u

Requirements specified under the SEBI (Share Based Employee Benefits) Regulations, 2014

4.1113*

4.19 EURO ISSUE AND OTHER GUIDELINES u

Euro Issue

4.1125*

4.20 FOREIGN PORTFOLIO INVESTORS/FOREIGN VENTURE CAPITAL INVESTORS u

Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019

4.1156*

u

Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000

4.1179*

u

Clarifications regarding operations of Foreign Institutional Investors

4.1191*

u

Half-yearly reconciliation of FII data

4.1204*

u

SEBI s permission regarding FIIs to trade in all exchange traded derivative contracts

4.1206*

u

Applicability of investment limit in exchange traded derivative contracts

4.1206*

u

Unique client code for Foreign Institutional Investors (FIIs) and their Sub-Accounts (SAs)

4.1207*

u

Registration/Renewal of Foreign Institutional Investors and Sub-Accounts

4.1208*

u

Removal of restrictions on PNIs (ODIs)

4.1208*

u

Firm commitment requirement for registration as Foreign Venture Capital Investors

4.1208*

u

Commencement of Foreign Portfolio Investor ( FPI ) Regime

4.1209*

u

Investments by FPIs in non-convertible/redeemable preference shares or debentures of Indian Companies

4.1210*

u

Online filing system for foreign venture capital investors

4.1210*

u

Participation of Foreign Portfolio Investors (FPIs) in commodity derivatives in IFSC

4.1211*

u

Guidelines pertaining to surrender of FPI registration

4.1212*

u

Off-Market transfer of Securities by FPI

4.1212*

u

Enhancement of overall limit for overseas investment by Alternative Investment Funds (AIFs)/Venture Capital Funds (VCFs)

4.1213*

*See Volume 2.


CONTENTS

I-12 PAGE

4.21 FORWARD CONTRACTS/COMMODITY DERIVATIVES u

Forward Contracts (Regulation) Act, 1952

4.1214*

u

Forward Contracts (Regulation) Rules, 1954

4.1235*

u

Master Circular for Commodity Derivatives Market

4.1252*

u

Applicability of circulars issued for Commodity Derivatives Markets

4.1440*

u

Guidelines for Liquidity Enhancement Scheme (LES) in commodity derivatives contracts

4.1440*

u

Review of inclusion of Historical Scenarios in stress testing in Commodity Derivatives Segment

4.1440*

u

Pre-expiry margin on commodities under alternate Risk Management Framework

4.1441*

u

Revision in Daily Price Limits (DPL) for Commodity Futures Contracts

4.1441*

u

Utilization of fund created out of the regulatory fee forgone by SEBI - Additional Guidelines

4.1444*

u

Guidelines for warehousing norms for agricultural/agri-processed goods and non-agricultural goods (only base/industrial metals) underlying a commodity derivatives contract having the feature of physical delivery

4.1445*

u

Review of margin framework for commodity derivatives segment

4.1462*

u

Review of Volatility Scan Range (VSR) for option contracts in commodity derivatives segment

4.1464*

u

Cross margin in commodity index future and its underlying constituent futures or its variants

4.1465*

4.22 INFORMAL GUIDANCE u

Securities and Exchange Board of India (Informal Guidance) Scheme, 2003

4.1467*

4.23 INFRASTRUCTURE INVESTMENT TRUSTS u

Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014

4.1470*

u

Master Circular for Infrastructure Investment Trusts (InvITs)

4.1531*

u

Guidelines for preferential issue of units by Infrastructure Investment Trusts (InvITs)

4.1600*

*See Volume 2.


I-13

CONTENTS PAGE

u

Conducting meeting of unitholders of InvITs and REITs through Video Conferencing (VC) or through other Audio-Visual Means (OAVM)

4.1603*

u

Listing and trading of units of infrastructure investment trusts (InvITs) and Real Estate Investment Trusts (REITs) on Recognized Stock Exchanges in International Financial Services Centres (IFSCs)

4.1606*

Extension of facility for conducting meeting(s) of unitholders of REITs and InvITs through Video Conferencing (VC) or through Other Audio-Visual Means (OAVM)

4.1607*

u

4.24 INSIDER TRADING, PROHIBITION OF u

Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

4.1608*

u

Revised disclosure formats under regulation 7 of SEBI (Prohibition of Insider Trading) Regulations, 2015

4.1641*

u

Master Circular on surveillance of securities market

4.1645*

u

Code of conduct & institutional mechanism for prevention of fraud or market abuse

4.1658*

u

Automation of continual disclosures under regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015 - System Driven Disclosures for inclusion of listed debt securities

4.1660*

4.25 INTERMEDIARIES u

Securities and Exchange Board of India (Intermediaries) Regulations, 2008

4.1661*

u

Transfer of business by SEBI registered intermediaries to other legal entity

4.1692*

4.26 INTERNATIONAL FINANCIAL SERVICES CENTRES u

International Financial Services Centres Authority Act, 2019

4.1693*

u

Securities and Exchange Board of India (International Financial Services Centres) Guidelines, 2015

4.1711*

u

International Financial Services Centres Authority (Issuance and Listing of Securities) Regulations, 2021 International Financial Services Centres Authority (Market Infrastructure Institutions) Regulations, 2021

u

*See Volume 2.

4.1731* 4.1766*


CONTENTS

I-14 PAGE

u u

u

International Financial Services Centres Authority (Capital Market Intermediaries) Regulations, 2021 Issuance, listing and trading of debt securities on exchanges in International Financial Services Centres (IFSCs) Currency future and options contracts (involving Indian rupee) on exchanges in International Financial Services Centres (IFSCs)

4.1782* 4.1818* 4.1819*

4.27 INVESTMENT ADVISERS u

Securities and Exchange Board of India (Investment Advisers) Regulations, 2013

4.1820*

u

Measures to Strengthen the Conduct of Investment Advisers (IA)

4.1843*

u

Administration and Supervision of Investment Advisers

4.1844*

u

Guidelines for Investment Advisers

4.1845*

u

Framework for administration and supervision of investment advisers under the SEBI (Investment Advisers) Regulations, 2013

4.1854*

4.28 INVESTOR PROTECTION u

Securities and Exchange Board of India (Investor Protection and Education Fund) Regulations, 2009

4.1856*

u

Investor Protection Fund (IPF) and its related matters

4.1861*

4.29 INTEREST LIABILITY REGULARISATION u

Securities and Exchange Board of India (Interest Liability Regularisation) Scheme, 2004

4.1868*

4.30 KNOW YOUR CLIENT REGISTRATION AGENCY & KNOW YOUR CLIENT u

Securities and Exchange Board of India {KYC (Know Your Client) Registration Agency} Regulations, 2011

4.1873*

u

Processing of Investor Complaints against KRA {KYC (Know Your Client) Registration Agency} in SEBI Complaints Redress System (SCORES)

4.1886*

u

Cyber Security & Cyber resilience framework for KYC Registration Agencies

4.1887*

*See Volume 2.


I-15

CONTENTS PAGE

u

Rollout of Legal Entity Template

4.1895*

u

Combating Financing of Terrorism (CFT) under Unlawful Activities (Prevention) Act, 1967 - Directions to stock exchanges, depositories and all registered intermediaries

4.1901*

Common and Simplified Norms for Processing Investor s Service Request by RTAs and Norms for Furnishing PAN, KYC Details and Nomination

4.1909*

u

4.31 LEAD MANAGERS u

Measures for Disclosure and Investor Protection - Lead Managers

4.1922*

4.32 MARKET MAKERS u

Market Making

4.1927*

u

Guidelines for market makers on Small and Medium Enterprise (SME) Exchange/Separate Platform of existing Exchange having nationwide terminal

4.1929*

4.33 MERCHANT BANKERS u

Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992

4.1931*

u

Reporting of information on a half-yearly basis

4.1959*

u

Reduction in time between issue closure and listing

4.1964*

u

Issue of no objection certificate for release of 1 per cent of issue amount

4.1971*

u

Disclosure of details of the allottees in the Qualified Institutional Placements (QIPs) made by issuer company

4.1977*

u

Disclosure of price information of past issues handled by Merchant Bankers

4.1977*

u

Disclosure of track record of the public issues managed by Merchant Bankers

4.1979*

u

Issue of No Objection Certificate for Release of 1% of Issue Amount

4.1979*

u

Publishing Investor Charter and Disclosure of Complaints by Merchant Bankers on their Websites

4.1980*

*See Volume 2.


CONTENTS

I-16 PAGE

4.34 MONEY LAUNDERING u

Master Circular on AML/CFT

4.2018*

4.35 MUTUAL FUNDS u

Securities and Exchange Board of India (Mutual Funds) Regulations, 1996

4.2040*

u

Master Circular for Mutual Funds

4.2141*

u

Clarification on Schedule VI of Mutual Fund Regulations

4.2278*

u

Guidelines for Asset Management Companies (AMCs)

4.2278*

u

Common key personnel between Mutual Funds and Venture Capital Funds

4.2279*

u

Incorporation of asset management companies and other intermediaries in securities market

4.2279*

u

Mentioning of Bank Account Number and PAN by investors

4.2280*

u

Notification for index fund scheme and short selling

4.2280*

u

Removal of initial issue expenses

4.2281*

u

Management and advisory services by AMCs to foreign portfolio investors

4.2281*

u

Investment in units of mutual funds in the name of minor through guardian and ease of process for transmission of units

4.2282*

u

Guidelines for Votes cast by Mutual Funds

4.2283*

u

Stewardship code for all mutual funds and all categories of AIFs, in relation to their investment in listed equities

4.2284*

u

Listing of Mutual Fund Schemes that are in process of winding up

4.2288*

u

Transaction in corporate bonds/commercial papers through RFQ platform and enhancing transparency pertaining to debt schemes

4.2289*

u

Resources for trustees of mutual funds

4.2290*

u

Review of debt and money market securities transactions disclosure

4.2292*

u

Uniformity of NAV and other matters

4.2294*

u

Product labelling in mutual fund schemes - Risk-o-Meter

4.2298*

u

Guidelines on inter scheme transfers of securities

4.2315*

u

Enhancement of Overseas Investment limits for Mutual Funds

4.2319*

u

Norms regarding holding of liquid assets in open ended debt schemes & stress testing of open ended debt schemes

4.2321*

u

Prudential norms for liquidity risk management for open ended debt schemes

4.2322*

*See Volume 2.


I-17

CONTENTS PAGE

u

Norms for investment and disclosure by mutual funds in Exchange Traded Commodity Derivatives ( ETCDs )

4.2323*

u

Revision of Monthly Cumulative Report (MCR)

4.2323*

u

Setting up of Limited Purpose Clearing Corporation (LPCC) by Asset Management Companies (AMCs) of mutual funds

4.2329*

u

Review of norms regarding investment in debt instruments with special features, and the valuation of perpetual bonds

4.2330*

u

Reporting formats for mutual funds

4.2332*

u

Alignment of interest of key employees of Asset Management Companies (AMCs) with the unitholders of the mutual fund schemes

4.2363*

u

Disclosure of the following only w.r.t schemes which are subscribed by the investor (a) risk-o-meter of the scheme and the benchmark along with the performance disclosure of the scheme vis-à-vis benchmark and (b) details of the portfolio

4.2369*

u

Potential risk class matrix for debt schemes based on interest rate risk and credit risk

4.2371*

u

Norms for investment and disclosure by mutual funds in derivatives

4.2376*

u

Valuation of securities with multiple put options present ab initio Timelines related to processing of scheme related applications filed by AMCs RTA inter-operable platform for enhancing investors experience in mutual fund transactions/service requests Intra-day net asset value (NAV) for transactions in units of exchange traded funds directly with asset management companies Maintenance of current accounts in multiple banks by mutual funds Risk management framework (RMF) for mutual funds Swing pricing framework for mutual fund schemes Discontinuation of usage of pool accounts by entities including online platforms other than stock exchanges for transactions in the units of Mutual Funds/Other measures to prevent third-party payments and to safeguard the interest of unitholders Guiding principles for bringing uniformity in benchmarks of mutual fund schemes

4.2376*

u u u u u u u

u

4.2377* 4.2377* 4.2379* 4.2379* 4.2380* 4.2406*

4.2409* 4.2412*

4.36 NON-CONVERTIBLE REDEEMABLE PREFERENCE SHARES, ISSUE AND LISTING OF u

Securities and Exchange Board of India (Issue and Listing of NonConvertible Securities) Regulations, 2021

*See Volume 2.

4.2416*


CONTENTS

I-18 PAGE

u

Operational circular for issue and listing of non-convertible securities, securitised debt instruments, security receipts, municipal debt securities and commercial paper

4.2483*

4.37 OFFER DOCUMENTS u

Securities and Exchange Board of India (Framework for Rejection of Draft Offer Documents) Order, 2012

4.2550*

4.38 OMBUDSMAN u

Securities and Exchange Board of India (Ombudsman) Regulations, 2003

4.2554*

4.39 PORTFOLIO MANAGER u

Securities and Exchange Board of India (Portfolio Managers) Regulations, 2020

u

Amendments vide SEBI (Portfolio Managers) (Amendment) Regulations, 2002

u

Application procedure for registration/renewal as portfolio manager

4.2601*

u

Decision of Portfolio Managers in Deployment of Client s Account

4.2608*

u

Renewal of Certificate of Registration

4.2609*

u

Extension of time for compliance with Regulation 16(8) of SEBI (Portfolio Managers) Regulations, 1993

4.2610*

u

Submission of monthly report

4.2612*

u

Maintenance of clients funds in a separate bank account by portfolio managers

4.2618*

u

Half-yearly reporting by portfolio managers

4.2618*

u

Guidelines for portfolio managers

4.2620*

u

Clarification on minimum investment amount by clients, performance of portfolio and schemes

4.2637*

u

Procedure for seeking prior approval for change in control of SEBI registered portfolio managers

4.2639*

4.2566* 4.2600B*

4.40 REAL ESTATE INVESTMENT TRUSTS u

Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014

*See Volume 2.

4.2640*


I-19

CONTENTS PAGE

u

Master circular for real estate investment trusts REITs

4.2693*

u

Conducting meeting of unitholders of InvITs and REITs through Video Conferencing (VC) or through Other Audio-Visual Means (OAVM)

4.2756*

u

Listing and trading of units of Infrastructure Investment Trusts (InvITs) and Real Estate Investment Trusts (REITs) on recognized stock exchanges in International Financial Services Centres (IFSCs)

4.2758*

u

Extension of facility for conducting meeting(s) of unitholders of REITs and InvITs through Video Conferencing (VC) or through Other Audio-Visual Means (OAVM)

4.2759*

4.41 REFUND TO INVESTORS u

u

Securities and Exchange Board of India (Appointment of Administrator and Procedure for Refunding to the Investors) Regulations, 2018

4.2761*

Empanelment of Insolvency Professionals (IPs) to be appointed as administrator, remuneration and other incidental and connected matters under the Securities and Exchange Board of India (Appointment of Administrator and Procedure for Refunding to the Investors) Regulations, 2018

4.2769*

4.42 REGISTRAR TO AN ISSUE/SHARE TRANSFER AGENTS u

Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993

4.2773*

u

Instructions to Registrars to an issue/share transfer agents

4.2795*

u

Reporting of information on a quarterly basis - Registrar to issue and share transfer agents

4.2815*

u

Review of Regulatory Compliance and Periodic Reporting

4.2821*

u

Periodical report - Grant of prior approval to registrars to an issue and share transfer agents

4.2825*

u

Cyber security and cyber resilience framework for registrars to an issue/Share Transfer Agents (RTAs)

4.2825*

u

Enhanced monitoring of qualified registrars to an issue and share transfer agents

4.2834*

u

Transmission of securities to joint holder(s)

4.2839*

u

Processing of investor complaints in SEBI Complaints Redress System (SCORES)

4.2839*

*See Volume 2.


CONTENTS

I-20 PAGE

4.43 RESEARCH ANALYSTS/PROXY ADVISORS u

Securities and Exchange Board of India (Research Analysts) Regulations, 2014

4.2840*

u

How to get registered as a research analyst and instructions for filling in Form A

4.2859*

u

Procedural guidelines for proxy advisors

4.2861*

u

Grievance resolution between listed entities and proxy advisors

4.2863*

4.44 SANDBOX u

Revised framework for innovation sandbox

4.2864*

u

Revised framework for regulatory sandbox

4.2867*

4.45 SEBI NOMINEE DIRECTORS u

Guidelines for fair practices/code of conduct for public representative and SEBI nominee directors

4.2881*

4.46 SECURITIES APPELLATE TRIBUNAL u

Securities Appellate Tribunal (Procedure) Rules, 2000

4.2884*

u

Securities Appellate Tribunal (Salaries and Allowances and other Conditions of Service of the Officers and Employees) Rules, 1997

4.2892*

u

Securities Appellate Tribunal (Salaries, Allowances and other Terms and Conditions of Presiding Officer and Other Members) Rules, 2003

4.2893*

u

Tribunals Reforms Act, 2021

4.2897*

u

Conditions of service of Chairperson and members of Tribunals, Appellate Tribunals and other authorities

4.2913*

u

Tribunal (Conditions of Service) Rules, 2021

4.2916*

4.47 SECURITIES TRANSACTION TAX u

Chapter VII of Finance (No. 2) Act, 2004 - Securities Transaction Tax

4.2920*

u

Securities Transaction Tax Rules, 2004

4.2930*

*See Volume 2.


I-21

CONTENTS PAGE

u

New major head for Accounting Securities Transaction Tax

4.2942*

u

Clarification issued by CBDT

4.2943*

4.48 SECURITISED DEBT INSTRUMENTS/SECURITY RECEIPT, ISSUE AND LISTING OF u

Securities and Exchange Board of India (Issue and Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008

4.2944*

4.49 SELF REGULATORY ORGANISATION u

Securities and Exchange Board of India (Self Regulatory Organisations) Regulations, 2004

4.2986*

4.50 SETTLEMENT OF ADMINISTRATIVE AND CIVIL PROCEEDINGS u

Securities and Exchange Board of India (Settlement Proceedings) Regulations, 2018

4.3001†

u

Factors for assuring confidentiality in a settlement application filed under Chapter IX of the SEBI (Settlement Proceedings) Regulations, 2018

4.3038†

4.51 STOCK BROKER AND STOCK EXCHANGES u

Securities and Exchange Board of India (Stock Brokers) Regulations, 1992

4.3040†

u

Transactions between clients and brokers

4.3087†

u

Irregularities/deficiencies in books of account of members

4.3090†

u

Issue of public advertisement on cancellation of sub-broker registration

4.3091†

u

Fees payable by stock brokers

4.3091†

u

Change in status and constitution of the stock brokers in cash and derivatives segments of the exchanges under rule 4(c) of SEBI (Stock Brokers and Sub-Brokers) Rules, 1992

4.3112†

u

Registration of sub-brokers

4.3114†

u

Financial requirements and norms for corporate brokers

4.3114†

*See Volume 2. †See Volume 3.


CONTENTS

I-22 PAGE

u

Capital adequacy norms for brokers

4.3115†

u

Membership card value for networth calculations of members

4.3118†

u

Requirement of fee clearance and NOC - Non-applicability in respect of certain category of members of stock exchanges

4.3119†

u

Master circular for stock exchange and clearing corporation

4.3120†

u

Master circular for Stock Brokers

4.3544†

u

Prior approval for re-commencing trading on the Stock Exchange

4.3689†

u

Limitation period for filing of arbitration reference

4.3689†

u

Processing of investor complaints against listed companies in SEBI Complaints Redress System (SCORES)

4.3690†

u

Public issues in electronic form and use of nationwide broker network of Stock Exchanges for submitting application forms

4.3695†

u

Compliance with the provisions of equity listing agreement by listed companies - Monitoring by stock exchanges

4.3700†

u

Standardization and Simplification of Procedures for Transmission of Securities

4.3704†

u

Prevention of unauthorised trading by stock brokers

4.3705†

u

Role of Sub-Broker (SB) vis-a-vis Authorised Person (AP)

4.3708†

u

Discontinuation of Acceptance of Cash by Stock Brokers

4.3709†

u

Uniform Membership structure Across segments

4.3709†

u

Advisory for financial sector organizations regarding Software as a Service (SaaS) based solutions

4.3711†

u

Investor Grievance Redressal Mechanism

4.3712†

u

Refund of security deposit

4.3714†

u

Unique Client Code (UCC) and Mandatory requirement of Permanent Account Number (PAN)

4.3715†

u

Staggered delivery, early delivery system, early pay-in facility, penalty on delivery default, fixation of FSP and changes in expiry dates

4.3718†

u

Penalty for Repeated delivery default

4.3722†

u

Settlement of running account of client s funds lying with trading member (TM)

4.3722†

u

Maintenance of current accounts in multiple banks by stock brokers

4.3724†

† See Volume 3.


I-23

CONTENTS PAGE

4.52 TAKEOVER REGULATIONS u

Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3726†

u

Formats under Takeover Regulations

4.3767†

Format for Disclosures under Regulation 10(5) - Intimation to Stock Exchanges in respect of acquisition under Regulation 10(1)(a) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3769†

Format for Disclosures under Regulation 10(5) - Intimation to Stock Exchanges in respect of acquisition under regulation 10(4)(e) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3770†

Format for Disclosures under Regulation 10(5) - Intimation to Stock Exchanges in respect of acquisition under Regulation 10(4)(f) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3772†

Format for Disclosures under Regulation 10(6) - Report to Stock Exchanges in respect of any acquisition made in reliance upon exemption provided for in Regulation 10 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3773†

Format under Regulation 10(7) - Report to SEBI in respect of any acquisition made in reliance upon exemption provided for in Regulation 10(1)(a)(i) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3774†

Format under Regulation 10(7) - Report to SEBI in respect of any acquisition made in reliance upon exemption provided for in Regulation 10(1)(a)(ii) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3778†

n

Format under Regulation 10(7) - Report to SEBI in respect of any acquisition made in reliance upon exemption provided for in Regulation 10(1)(a)(iii) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3781†

n

Format under Regulation 10(7) - Report to SEBI in respect of any acquisition made in reliance upon exemption provided for in Regulation 10(1)(a)(iv) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3784†

n

Format under Regulation 10(7) - Report to SEBI in respect of any acquisition made in reliance upon exemption provided for in Regulation 10(1)(a)(v) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3787†

n

n

n

n

n

n

† See Volume 3.


CONTENTS

I-24 PAGE

Format under Regulation 10(7) - Report to SEBI in respect of any acquisition made in reliance upon exemption provided for in Regulation 10(1)(d)(iii) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3791†

Format under Regulation 10(7) - Report to SEBI in respect of any acquisition made in reliance upon exemption provided for in Regulation 10(1)(h) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3793†

Format under Regulation 10(7) - Report to SEBI in respect of any acquisition made in reliance upon exemption provided for in Regulation 10(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3795†

Format under Regulation 10(7) - Report to SEBI in respect of any acquisition made in reliance upon exemption provided for in Regulation 10(3) and (4)(c) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3798†

n

Format under Regulation 10(7) - Report to SEBI in respect of any acquisition made in reliance upon exemption provided for in Regulation 10(4)(a) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3801†

n

Format under Regulation 10(7) - Report to SEBI in respect of any acquisition made in reliance upon exemption provided for in Regulation 10(4)(f) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3804†

n

Format for Public Announcement under Regulation 15(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3806†

Format for Detailed Public Statement (DPS) to the Shareholders of the Target Company (TC) in terms of Regulation 15(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3808†

Standard Letter of Offer for an Open Offer in Terms of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3812†

n

Format for Disclosure by acquirer for shares/voting rights acquired during the offer period under Regulation 18(6) in terms of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3844†

n

Format for Advertisement under Regulation 18(7) in terms of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3844†

n

n

n

n

n

n

† See Volume 3.


I-25

CONTENTS PAGE

Format for Post Offer Advertisement under Regulation 18(12) in terms of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3846†

Format for Recommendations of the Committee of Independent Directors (IDC) on the Open Offer to the Shareholders of the Target Company under Regulation 26(7) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3847†

Format for Post-Open Offer Report under Regulation 27(7) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3848†

n

Format for Disclosures under Regulation 29(1) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011

4.3855†

n

Format for Disclosures under Regulation 29(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011

4.3857†

n

Format for Disclosures under Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011

4.3858†

Format for Disclosure by the Promoter(s) to the Stock Exchanges and to the Target Company for encumbrance of shares/invocation of encumbrance/release of encumbrance, in terms of Regulation 31(1) and 31(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3860†

u

Exemption Application under Regulation 11(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3866†

u

Mechanism for Acquisition of Shares through Stock Exchange Pursuant to Tender-offers under Takeovers, Buy back and delisting

4.3870†

u

Standard operating procedure for handling of technical glitches by market infrastructure institutions (MIIs) and payment of Financial Disincentives thereof

4.3876†

u

Block mechanism in demat account of clients undertaking sale transactions

4.3880†

u

Segregation and monitoring of collateral at client level

4.3882†

u

Nomination for eligible trading and demat accounts

4.3898†

u

Disclosure of complaints against the stock exchange(s) and the clearing corporation(s)

4.3901†

u

Streamlining issuance of scores authentications for companies intending to list their securities on SEBI recognized stock exchanges

4.3903†

u

Maintenance of current accounts in multiple banks by stock brokers

4.3904†

n

n

n

n

† See Volume 3.


CONTENTS

I-26 PAGE

4.53 UNDERWRITERS u

Securities and Exchange Board of India (Underwriters) (Repeal) Regulations, 2021

4.3905†

u

Master circular for Underwriters Registered with SEBI

4.3906†

u

Application procedure for registration/renewal as underwriter

4.3923†

4.54 UNFAIR TRADE PRACTICES u

Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003

4.3924†

4.55 VANISHING COMPANIES u

Vanishing companies

4.3934†

4.56 OTHER RULES & REGULATIONS u

Settlement Scheme, 2020

4.3939†

u

Securities and Exchange Board of India (Annual Report) Rules, 2021

4.3940†

u

Securities and Exchange Board of India (Appeal to Central Government) Rules, 1993

4.3946†

u

Securities and Exchange Board of India (Form of Annual Statement of Accounts and Records) Rules, 1994

4.3950†

u

Securities and Exchange Board of India (Procedure for Board Meetings) Regulations, 2001

4.3960†

u

Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995

4.3963†

u

Securities and Exchange Board of India (Issuing Observations on Draft Offer Documents Pending Regulatory Actions) Order, 2006

4.3966†

u

Securities and Exchange Board of India (Regulatory Fee on Stock Exchanges) Regulations, 2006

4.3967†

u

Code on conflict of interests for members of Board

4.3970†

u

Code of conduct for Investor Associations (IAs)

4.3972†

† See Volume 3.


I-27

CONTENTS PAGE

u

Securities and Exchange Board of India (Aid for Legal Proceedings) Guidelines, 2009

4.3973†

u

Securities and Exchange Board of India (Employees Service) Regulations, 2001

4.3975†

u

Securities and Exchange Board of India (Terms and Conditions of Service of Chairman and Members) Rules, 1992

4.4023†

u

Issue of certified copies of orders and circulars

4.4027†

4.57 APPLICATIONS SUPPORTED BY BLOCKED AMOUNT PROCESS (ASBA) u

Self-Certified Syndicate Banks (SCSBs) under Applications Supported by Blocked Amount (ASBA) process made effective by SEBI

4.4029†

u

Applications Supported by Blocked Amount (ASBA) process implemented successfully

4.4037†

u

Five more Self-Certified Syndicate Banks (SCSBs) included under Applications Supported by Blocked Amount (ASBA) process bringing the total of such banks to 10

4.4038†

u

ASBA facility to be extended to HNIs and Corporate Investors

4.4038†

u

Applications Supported by Blocked Amount (ASBA) facility

4.4039†

u

Contents of Application-cum-Bidding Form and Manner of Disclosure

4.4046†

u

Compensation to Retail Individual Investors (RIIs) in an IPO

4.4060†

u

Additional Payment Mechanism (i.e. ASBA, etc.) for Payment of Balance Money in Calls for partly paid specified securities issued by the listed entity

4.4062†

Streamlining the process of IPOs with UPI in ASBA and redressal of investor grievances

4.4063†

u

DIVISION FIVE LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS u

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations)

u

Clarifications

5.127†

u

Listing Agreement for Indian Depository Receipts (IDRs)

5.369†

† See Volume 3.

5.3†


CONTENTS

I-28 PAGE

DIVISION SIX COVID-19 CIRCULARS u

COVID-19 Circulars

SUBJECT INDEX

† See Volume 3.

6.3† i


2.1 SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 [15 of 1992]

An Act to provide for the establishment of a Board to protect the interests of investors in securities and to promote the development of, and to regulate, the securities market and for matters connected therewith or incidental thereto. BE it enacted by Parliament in the Forty-third Year of the Republic of India as follows : CHAPTER I PRELIMINARY Short title, extent and commencement. 1.

(1) This Act may be called the Securities and Exchange Board of India Act, 1992.

(2) It extends to the whole of India. (3) It shall be deemed to have come into force on the 30th day of January, 1992. Definitions. 2. (1) In this Act, unless the context otherwise requires,— (a) “Board” means the Securities and Exchange Board of India established under section 3; (b) “Chairman” means the Chairman of the Board; 1

[(ba) “collective investment scheme” means any scheme or arrangement which satisfies the conditions specified in section 11AA;] (c) “existing Securities and Exchange Board” means the Securities and Exchange Board of India constituted under the Resolution of the Government of India in the Department of Economic Affairs No. 1(44) SE/86, dated the 12th day of April, 1988;

1. Inserted by the Securities Laws (Amendment) Act, 1999, w.e.f. 22-2-2000.

2.9


S. 3

SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992

2.10

(d) “Fund” means the Fund constituted under section 14; 1a

[(da) “Insurance Regulatory and Development Authority” means the Insurance Regulatory and Development Authority of India established under sub-section (1) of section 3 of the Insurance Regulatory and Development Authority Act, 1999 (41 of 1999); (db) “Judicial Member” means a Member of the Securities Appellate Tribunal appointed under sub-section (1) of section 15MA and includes the Presiding Officer;] (e) “member” means a member of the Board and includes the Chairman; (f) “notification” means a notification published in the Official Gazette;

1a

[(fa) “Pension Fund Regulatory and Development Authority” means the Pension Fund Regulatory and Development Authority established under sub-section (1) of section 3 of the Pension Fund Regulatory and Development Authority Act, 2013 (23 of 2013);] (g) “prescribed” means prescribed by rules made under this Act; (h) “regulations” means the regulations made by the Board under this Act;

2

[(ha) “Reserve Bank” means the Reserve Bank of India constituted under section 3 of the Reserve Bank of India Act, 1934 (2 of 1934);] (i) “securities” has the meaning assigned to it in section 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956); 1a

[(j) "Technical Member" means a Technical Member appointed under sub-section (1) of section 15MB.]

3

[(2) Words and expressions used and not defined in this Act but defined in the Securities Contracts (Regulation) Act, 1956 (42 of 1956) 4[or the Depositories Act, 1996], shall have the meanings respectively assigned to them in that Act]. CHAPTER II ESTABLISHMENT OF THE SECURITIES AND EXCHANGE BOARD OF INDIA Establishment and incorporation of Board. (1) With effect from such date as the Central Government may, by notification, appoint, there shall be established, for the purposes of this Act, a Board by the name of the Securities and Exchange Board of India. 3.

1a. Inserted by the Finance Act, 2017, w.e.f. 26-4-2017. 2. Inserted by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002. 3. Substituted by the Securities Laws (Amendment) Act, 1995, w.e.f. 25-1-1995. Prior to its substitution, sub-section (2) read as under : “(2) Words and expressions used and not defined in this Act but defined in the Capital Issues (Control) Act, 1947 (29 of 1947), or the Securities Contracts (Regulation) Act, 1956 (42 of 1956), shall have the meanings respectively assigned to them in those Acts.” 4. Inserted by the Depositories Act, 1996, w.r.e.f. 20-9-1995.


2.11

ESTABLISHMENT OF SEBI

S. 4

(2) The Board shall be a body corporate by the name aforesaid, having perpetual succession and a common seal, with power subject to the provisions of this Act, to acquire, hold and dispose of property, both movable and immovable, and to contract, and shall, by the said name, sue or be sued. (3) The head office of the Board shall be at Bombay. (4) The Board may establish offices at other places in India. Management of the Board. 4. (1) The Board shall consist of the following members, namely:— (a) a Chairman; (b) two members from amongst the officials of the 5[Ministry] of the Central Government dealing with Finance 6[and administration of the Companies Act, 1956 (1 of 1956)]; (c) one member from amongst the officials of 7[the Reserve Bank]; 8

[(d) five other members of whom at least three shall be the whole-time members,]

to be appointed by the Central Government. (2) The general superintendence, direction and management of the affairs of the Board shall vest in a Board of members, which may exercise all powers and do all acts and things which may be exercised or done by the Board. (3) Save as otherwise determined by regulations, the Chairman shall also have powers of general superintendence and direction of the affairs of the Board and may also exercise all powers and do all acts and things which may be exercised or done by that Board. (4) The Chairman and members referred to in clauses (a) and (d) of sub-section (1) shall be appointed by the Central Government and the members referred to in clauses (b) and (c) of that sub-section shall be nominated by the Central Government and the 9[Reserve Bank] respectively. (5) The Chairman and the other members referred to in clauses (a) and (d) of subsection (1) shall be persons of ability, integrity and standing who have shown capacity in dealing with problems relating to securities market or have special knowledge or experience of law, finance, economics, accountancy, administration or in any other discipline which, in the opinion of the Central Government, shall be useful to the Board.

5. Substituted for “Ministries” by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002. 6. Substituted for “and Law”, ibid. 7. Substituted for “the Reserve Bank of India constituted under section 3 of the Reserve Bank of India Act, 1934 (2 of 1934)”, ibid. 8. Substituted, ibid. Prior to its substitution, clause (d) read as under : “(d) two other members,”. 9. Substituted for “Reserve Bank of India”, ibid.


S. 7

SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992

2.12

Term of office and conditions of service of Chairman and members of the Board. (1) The term of office and other conditions of service of the Chairman and the members referred to in clause (d) of sub-section (1) of section 4 shall be such as may be prescribed. 5.

(2) Notwithstanding anything contained in sub-section (1), the Central Government shall have the right to terminate the services of the Chairman or a member appointed under clause (d) of sub-section (1) of section 4, at any time before the expiry of the period prescribed under sub-section (1), by giving him notice of not less than three months in writing or three months’ salary and allowances in lieu thereof, and the Chairman or a member, as the case may be, shall also have the right to relinquish his office, at any time before the expiry of the period prescribed under sub-section (1), by giving to the Central Government notice of not less than three months in writing. Removal of member from office. 6.

10

[* * *] The Central Government shall remove a member from office if he— (a) is, or at any time has been, adjudicated as insolvent; (b) is of unsound mind and stands so declared by a competent court; (c) has been convicted of an offence which, in the opinion of the Central Government, involves a moral turpitude; (d)

11

[* * *]

(e) has, in the opinion of the Central Government, so abused his position as to render his continuation in office detrimental to the public interest : Provided that no member shall be removed under this clause unless he has been given a reasonable opportunity of being heard in the matter. Meetings. (1) The Board shall meet at such times and places, and shall observe such rules of procedure in regard to the transaction of business at its meetings (including quorum at such meetings) as may be provided by regulations. 7.

(2) The Chairman or, if for any reason, he is unable to attend a meeting of the Board, any other member chosen by the members present from amongst themselves at the meeting shall preside at the meeting. (3) All questions which come up before any meeting of the Board shall be decided by a majority votes of the members present and voting, and, in the event of an equality of votes, the Chairman, or in his absence, the person presiding, shall have a second or casting vote.

10. “(1)” omitted by the Securities Laws (Amendment) Act, 1995, w.e.f. 25-1-1995. 11. Omitted, ibid. Prior to omission, clause (d) read as under : “(d) is appointed as a director of a company;”


2.13 12

TRANSFER OF ASSETS, LIABILITIES, ETC. TO THE BOARD

S. 10

[Member not to participate in meetings in certain cases.

7A. Any member, who is a director of a company and who as such director has any direct or indirect pecuniary interest in any matter coming up for consideration at a meeting of the Board, shall, as soon as possible after 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 Board, and the member shall not take any part in any deliberation or decision of the Board with respect to that matter.] Vacancies, etc., not to invalidate proceedings of Board. 8.

No act or proceeding of the Board shall be invalid merely by reason of— (a) any vacancy in, or any defect in the constitution of, the Board; or (b) any defect in the appointment of a person acting as a member of the Board; or (c) any irregularity in the procedure of the Board not affecting the merits of the case.

Officers and employees of the Board. 9.

(1) The Board may appoint such other officers and employees as it considers necessary for the efficient discharge of its functions under this Act.

(2) The term and other conditions of service of officers and employees of the Board appointed under sub-section (1) shall be such as may be determined by regulations. CHAPTER III TRANSFER OF ASSETS, LIABILITIES, ETC., OF THE EXISTING SECURITIES AND EXCHANGE BOARD TO THE BOARD Transfer of assets, liabilities, etc., of existing Securities and Exchange Board to the Board. 10. (1) On and from the date of establishment of the Board,— (a) any reference to the existing Securities and Exchange Board in any law other than this Act or in any contract or other instrument shall be deemed as a reference to the Board; (b) all properties and assets, movable and immovable, of, or belonging to, the existing Securities and Exchange Board, shall vest in the Board; (c) all rights and liabilities of the existing Securities and Exchange Board shall be transferred to, and be the rights and liabilities of, the Board; (d) without prejudice to the provisions of clause (c), all debts, obligations and liabilities incurred, all contracts entered into and all matters and things engaged to be done by, with or for the existing Securities and Exchange Board immediately before that date, for or in connection

12. Inserted by the Securities Laws (Amendment) Act, 1995, w.e.f. 25-1-1995.


S. 11

SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992

2.14

with the purpose of the said existing Board shall be deemed to have been incurred, entered into, or engaged to be done by, with or for, the Board; (e) all sums of money due to the existing Securities and Exchange Board immediately before that date shall be deemed to be due to the Board; (f) all suits and other legal proceedings instituted or which could have been instituted by or against the existing Securities and Exchange Board immediately before that date may be continued or may be instituted by or against the Board; and (g) every employee holding any office under the existing Securities and Exchange Board immediately before that date shall hold his office in the Board by the same tenure and upon the same terms and conditions of service as respects remuneration, leave, provident fund, retirement and other terminal benefits as he would have held such office if the Board had not been established and shall continue to do so as an employee of the Board or until the expiry of the period of six months from that date if such employee opts not to be the employee of the Board within such period. (2) Notwithstanding anything contained in the Industrial Disputes Act, 1947 (14 of 1947), or in any other law for the time being in force, absorption of any employee by the Board in its regular service under this section shall not entitle such employee to any compensation under that Act or other law and no such claim shall be entertained by any court, tribunal or other authority. CHAPTER IV POWERS AND FUNCTIONS OF THE BOARD Functions of Board. 11. (1) Subject to the provisions of this Act, it shall be the duty of the Board to protect the interests of investors in securities and to promote the development of, and to regulate the securities market, by such measures as it thinks fit. (2) Without prejudice to the generality of the foregoing provisions, the measures referred to therein may provide for— (a) regulating the business in stock exchanges and any other securities markets; (b) registering and regulating the working of stock brokers, sub-brokers, share transfer agents, bankers to an issue, trustees of trust deeds, registrars to an issue, merchant bankers, underwriters, portfolio managers, investment advisers and such other intermediaries who may be associated with securities markets in any manner; 13

[(ba) registering and regulating the working of the depositories 14 [, participants], custodians of securities, foreign institutional inves-

13. Inserted by the Securities Laws (Amendment) Act, 1995, w.e.f. 25-1-1995. 14. Inserted by the Depositories Act, 1996, w.r.e.f. 20-9-1995.


2.15

POWERS AND FUNCTIONS OF BOARD

S. 11

tors, credit rating agencies and such other intermediaries as the Board may, by notification, specify in this behalf;] (c) registering and regulating the working of 15[venture capital funds and collective investment schemes], including mutual funds; (d) promoting and regulating self-regulatory organisations; (e) prohibiting fraudulent and unfair trade practices relating to securities markets; (f) promoting investors’ education and training of intermediaries of securities markets; (g) prohibiting insider trading in securities; (h) regulating substantial acquisition of shares and take over of companies; (i) calling for information from, undertaking inspection, conducting inquiries and audits of the 16[stock exchanges, mutual funds, other persons associated with the securities market], intermediaries and self-regulatory organisations in the securities market; 17

18

[(ia) calling for information and records from any person including any bank or any other authority or board or corporation established or constituted by or under any Central or State Act which, in the opinion of the Board, shall be relevant to any investigation or inquiry by the Board in respect of any transaction in securities;]

[(ib) calling for information from, or furnishing information to, other authorities, whether in India or outside India, having functions similar to those of the Board, in the matters relating to the prevention or detection of violations in respect of securities laws, subject to the provisions of other laws for the time being in force in this regard: Provided that the Board, for the purpose of furnishing any information to any authority outside India, may enter into an arrangement or agreement or understanding with such authority with the prior approval of the Central Government;]

15. Substituted for “collective investment schemes” by the Securities Laws (Amendment) Act, 1995, w.e.f. 25-1-1995. 16. Substituted for “stock exchanges and” by the Securities Laws (Amendment) Act, 1995, w.e.f. 25-1-1995. 17. Substituted by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 18-7-2013. Prior to its substitution, clause (ia), as inserted by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002, read as under : “(ia) calling for information and record from any bank or any other authority or board or corporation established or constituted by or under any Central, State or Provincial Act in respect of any transaction in securities which is under investigation or inquiry by the Board;” 18. Inserted by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 6-3-1998.


S. 11

SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992

2.16

(j) performing such functions and exercising such powers under the provisions of 19[* * *] the Securities Contracts (Regulation) Act, 1956 (42 of 1956), as may be delegated to it by the Central Government; (k) levying fees or other charges for carrying out the purposes of this section; (l) conducting research for the above purposes; 20

[(la) calling from or furnishing to any such agencies, as may be specified by the Board, such information as may be considered necessary by it for the efficient discharge of its functions;] (m) performing such other functions as may be prescribed.

21

[(2A) Without prejudice to the provisions contained in sub-section (2), the Board may take measures to undertake inspection of any book, or register, or other document or record of any listed public company or a public company (not being intermediaries referred to in section 12) which intends to get its securities listed on any recognised stock exchange where the Board has reasonable grounds to believe that such company has been indulging in insider trading or fraudulent and unfair trade practices relating to securities market.]

22

[(3) Notwithstanding anything contained in any other law for the time being in force while exercising the powers under 23[clause (i) or clause (ia) of sub-section (2) or sub-section (2A)], the Board shall have the same powers as are vested in a civil court under the Code of Civil Procedure, 1908 (5 of 1908), while trying a suit, in respect of the following matters, namely :— (i) the discovery and production of books of account and other documents, at such place and such time as may be specified by the Board; (ii) summoning and enforcing the attendance of persons and examining them on oath; (iii) inspection of any books, registers and other documents of any person referred to in section 12, at any place;] 24

[(iv) inspection of any book, or register, or other document or record of the company referred to in sub-section (2A); (v) issuing commissions for the examination of witnesses or documents.]

24

[(4) Without prejudice to the provisions contained in sub-sections (1), (2), (2A) and (3) and section 11B, the Board may, by an order, for reasons to be recorded in writing, in the interests of investors or securities market, take any of the

19. Words “the Capital Issues (Control) Act, 1947 (29 of 1947), and” omitted by the Securities Laws (Amendment) Act, 1995, w.e.f. 25-1-1995. 20. Inserted, ibid. 21. Inserted by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002. 22. Inserted by the Securities Laws (Amendment) Act, 1995, w.e.f. 25-1-1995. 23. Substituted for “clause (i) of sub-section (2)” by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002. 24. Inserted, ibid.


2.17

POWERS AND FUNCTIONS OF BOARD

S. 11

following measures, either pending investigation or inquiry or on completion of such investigation or inquiry, namely:— (a) suspend the trading of any security in a recognised stock exchange; (b) restrain persons from accessing the securities market and prohibit any person associated with securities market to buy, sell or deal in securities; (c) suspend any office-bearer of any stock exchange or self-regulatory organisation from holding such position; (d) impound and retain the proceeds or securities in respect of any transaction which is under investigation; 24a

[(e) attach, for a period not exceeding ninety days, bank accounts or other property of any intermediary or any person associated with the securities market in any manner involved in violation of any of the provisions of this Act, or the rules or the regulations made thereunder: Provided that the Board shall, within ninety days of the said attachment, obtain confirmation of the said attachment from the Special Court, established under section 26A, having jurisdiction and on such confirmation, such attachment shall continue during the pendency of the aforesaid proceedings and on conclusion of the said proceedings, the provisions of section 28A shall apply: Provided further that only property, bank account or accounts or any transaction entered therein, so far as it relates to the proceeds actually involved in violation of any of the provisions of this Act, or the rules or the regulations made thereunder shall be allowed to be attached;] (f) direct any intermediary or any person associated with the securities market in any manner not to dispose of or alienate an asset forming part of any transaction which is under investigation :

Provided that the Board may, without prejudice to the provisions contained in sub-section (2) or sub-section (2A), take any of the measures specified in clause (d) or clause (e) or clause (f), in respect of any listed public company or a public company (not being intermediaries referred to in section 12) which intends to get its securities listed on any recognised stock exchange where the Board has reasonable grounds to believe that such company has been indulging in insider trading or fraudulent and unfair trade practices relating to securities market : 24a. Substituted by the Banning of Unregulated Deposit Schemes Act, 2019, w.r.e.f. 21-2-2019. Prior to its substitution, clause (e) read as under : “(e) attach, after passing of an order on an application made for approval by the Judicial Magistrate of the first class having jurisdiction, for a period not exceeding one month, one or more bank account or accounts of any intermediary or any person associated with the securities market in any manner involved in violation of any of the provisions of this Act, or the rules or the regulations made thereunder : Provided that only the bank account or accounts or any transaction entered therein, so far as it relates to the proceeds actually involved in violation of any of the provisions of this Act, or the rules or the regulations made thereunder shall be allowed to be attached;”


S. 11A

SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992

2.18

Provided further that the Board shall, either before or after passing such orders, give an opportunity of hearing to such intermediaries or persons concerned.] 24b

[(4A) Without prejudice to the provisions contained in sub-sections (1), (2), (2A), (3) and (4), section 11B and section 15-I, the Board may, by an order, for reasons to be recorded in writing, levy penalty under sections 15A, 15B, 15C, 15D, 15E, 15EA, 15EB, 15F, 15G, 15H, 15HA and 15HB after holding an inquiry in the prescribed manner.]

[(5) The amount disgorged, pursuant to a direction issued, under section 11B of this Act or section 12A of the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or section 19 of the Depositories Act, 1996 (22 of 1996) 24b[or under a settlement made under section 15JB or section 23JA of the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or section 19-IA of the Depositories Act, 1996 (22 of 1996)], as the case may be, shall be credited to the Investor Protection and Education Fund established by the Board and such amount shall be utilised by the Board in accordance with the regulations made under this Act.] 25

26

[Board to regulate or prohibit issue of prospectus, offer document or advertisement soliciting money for issue of securities. 11A. (1) Without prejudice to the provisions of the Companies Act, 1956 (1 of 1956), the Board may, for the protection of investors,— (a) specify, by regulations— (i) the matters relating to issue of capital, transfer of securities and other matters incidental thereto; and (ii) the manner in which such matters shall be disclosed by the companies; (b) by general or special orders— (i) prohibit any company from issuing prospectus, any offer document, or advertisement soliciting money from the public for the issue of securities; (ii) specify the conditions subject to which the prospectus, such offer document or advertisement, if not prohibited, may be issued. (2) Without prejudice to the provisions of section 21 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Board may specify the requirements for listing and transfer of securities and other matters incidental thereto.]

24b. Inserted by the Finance Act, 2018, w.e.f. 8-3-2019. 25. Inserted by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 18-7-2013. 26. Substituted by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002. Prior to its substitution, section 11A, as inserted by the Securities Laws (Amendment) Act, 1995, w.e.f. 25-1-1995 read as under : “11A. Matters to be disclosed by the companies.—Without prejudice to the provisions of the Companies Act, 1956 (1 of 1956), the Board may, for the protection of investors, specify, by regulations,— (a) the matters relating to issue of capital transfer of securities and other matters incidental thereto; and (b) the manner in which such matters, shall be disclosed by the companies.”


2.19 27

S. 11AA

POWERS AND FUNCTIONS OF BOARD

[Collective investment scheme.

11AA. (1) Any scheme or arrangement which satisfies the conditions referred to in sub-section (2) 28[or sub-section (2A)] shall be a collective investment scheme : [Provided that any pooling of funds under any scheme or arrangement, which is not registered with the Board or is not covered under sub-section (3), involving a corpus amount of one hundred crore rupees or more shall be deemed to be a collective investment scheme.] 28

(2) Any scheme or arrangement made or offered by any which,—

29

[person] under

(i) the contributions, or payments made by the investors, by whatever name called, are pooled and utilized for the purposes of the scheme or arrangement; (ii) the contributions or payments are made to such scheme or arrangement by the investors with a view to receive profits, income, produce or property, whether movable or immovable, from such scheme or arrangement; (iii) the property, contribution or investment forming part of scheme or arrangement, whether identifiable or not, is managed on behalf of the investors; (iv) the investors do not have day-to-day control over the management and operation of the scheme or arrangement. 29a

[(2A) Any scheme or arrangement made or offered by any person satisfying the conditions as may be specified in accordance with the regulations made under this Act.] (3) Notwithstanding anything contained in sub-section (2) 29a[or sub-section (2A)], any scheme or arrangement— (i) made or offered by a co-operative society registered under the Cooperative Societies Act, 1912 (2 of 1912) or a society being a society registered or deemed to be registered under any law relating to cooperative societies for the time being in force in any State; (ii) under which deposits are accepted by non-banking financial companies as defined in clause (f) of section 45-I of the Reserve Bank of India Act, 1934 (2 of 1934); (iii) being a contract of insurance to which the Insurance Act, 1938 (4 of 1938), applies;

27. Inserted by the Securities Laws (Amendment) Act, 1999, w.e.f. 22-2-2000. 28. Inserted by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 18-7-2013. 29. Substituted for “company” by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 18-7-2013. 29a. Inserted, ibid.


S. 11B

SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992

2.20

(iv) providing for any Scheme, Pension Scheme or the Insurance Scheme framed under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 (19 of 1952); (v) under which deposits are accepted under section 58A of the Companies Act, 1956 (1 of 1956); (vi) under which deposits are accepted by a company declared as a Nidhi or a mutual benefit society under section 620A of the Companies Act, 1956 (1 of 1956); (vii) falling within the meaning of Chit business as defined in clause (d) of section 2 of the Chit Funds Act, 1982 (40 of 1982); (viii) under which contributions made are in the nature of subscription to a mutual fund; 30

[(ix) such other scheme or arrangement which the Central Government may, in consultation with the Board, notify,]

shall not be a collective investment scheme.] Power to issue directions 30a[and levy penalty]. 11B.

30b

[(1)] Save as otherwise provided in section 11, if after making or causing to be made an enquiry, the Board is satisfied that it is necessary,— (i) in the interest of investors, or orderly development of securities market; or (ii) to prevent the affairs of any intermediary or other persons referred to in section 12 being conducted in a manner detrimental to the interest of investors or securities market; or

(iii) to secure the proper management of any such intermediary or person, it may issue such directions,— (a) to any person or class of persons referred to in section 12, or associated with the securities market; or (b) to any company in respect of matters specified in section 11A, as may be appropriate in the interests of investors in securities and the securities market.] 30a

[(2) Without prejudice to the provisions contained in sub-section (1), subsection (4A) of section 11 and section 15-I, the Board may, by an order, for reasons to be recorded in writing, levy penalty under sections 15A, 15B, 15C, 15D, 15E, 15EA, 15EB, 15F, 15G, 15H, 15HA and 15HB after holding an inquiry in the prescribed manner.]

30

[Explanation.—For the removal of doubts, it is hereby declared that the power to issue directions under this section shall include and always be deemed to have been included the power to direct any person, who made profit or averted loss

30. Inserted by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 18-7-2013. 30a. Inserted by the Finance Act, 2018, w.e.f. 8-3-2019. 30b. Renumbered as sub-section (1), ibid.


2.21

POWERS AND FUNCTIONS OF BOARD

S. 11C

by indulging in any transaction or activity in contravention of the provisions of this Act or regulations made thereunder, to disgorge an amount equivalent to the wrongful gain made or loss averted by such contravention.] 31

[Investigation.

11C. (1) Where the Board has reasonable ground to believe that— (a) the transactions in securities are being dealt with in a manner detrimental to the investors or the securities market; or (b) any intermediary or any person associated with the securities market has violated any of the provisions of this Act or the rules or the regulations made or directions issued by the Board thereunder, it may, at any time by order in writing, direct any person (hereafter in this section referred to as the Investigating Authority) specified in the order to investigate the affairs of such intermediary or persons associated with the securities market and to report thereon to the Board. (2) Without prejudice to the provisions of sections 235 to 241 of the Companies Act, 1956 (1 of 1956)*, it shall be the duty of every manager, managing director, officer and other employee of the company and every intermediary referred to in section 12 or every person associated with the securities market to preserve and to produce to the Investigating Authority or any person authorised by it in this behalf, all the books, registers, other documents and record of, or relating to, the company or, as the case may be, of or relating to, the intermediary or such person, which are in their custody or power. (3) The Investigating Authority may require any intermediary or any person associated with securities market in any manner to furnish such information to, or produce such books, or registers, or other documents, or record before him or any person authorised by it in this behalf as it may consider necessary if the furnishing of such information or the production of such books, or registers, or other documents, or record is relevant or necessary for the purposes of its investigation. (4) The Investigating Authority may keep in its custody any books, registers, other documents and record produced under sub-section (2) or sub-section (3) for six months and thereafter shall return the same to any intermediary or any person associated with securities market by whom or on whose behalf the books, registers, other documents and record are produced : Provided that the Investigating Authority may call for any book, register, other document and record if they are needed again : Provided further that if the person on whose behalf the books, registers, other documents and record are produced requires certified copies of the books, registers, other documents and record produced before the Investigating Authority, it shall give certified copies of such books, registers, other documents and record to such person or on whose behalf the books, registers, other documents and record were produced. 31. Inserted by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002. *See sections 210, 213, 214, 215, 217, 219, 220 & 223 of the Companies Act, 2013 (18 of 2013).


S. 11C

SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992

2.22

(5) Any person, directed to make an investigation under sub-section (1), may examine on oath, any manager, managing director, officer and other employee of any intermediary or any person associated with securities market in any manner, in relation to the affairs of his business and may administer an oath accordingly and for that purpose may require any of those persons to appear before it personally. (6) If any person fails without reasonable cause or refuses— (a) to produce to the Investigating Authority or any person authorised by it in this behalf any book, register, other document and record which is his duty under sub-section (2) or sub-section (3) to produce; or (b) to furnish any information which is his duty under sub-section (3) to furnish; or (c) to appear before the Investigating Authority personally when required to do so under sub-section (5) or to answer any question which is put to him by the Investigating Authority in pursuance of that subsection; or (d) to sign the notes of any examination referred to in sub-section (7), he shall be punishable with imprisonment for a term which may extend to one year, or with fine, which may extend to one crore rupees, or with both, and also with a further fine which may extend to five lakh rupees for every day after the first during which the failure or refusal continues. (7) Notes of any examination under sub-section (5) shall be taken down in writing and shall be read over to, or by, and signed by, the person examined, and may thereafter be used in evidence against him. (8) Where in the course of investigation, the Investigating Authority has reasonable ground to believe that the books, registers, other documents and record of, or relating to, any intermediary or any person associated with securities market in any manner, may be destroyed, mutilated, altered, falsified or secreted, the Investigating Authority may make an application to 32[the Magistrate or Judge of such designated court in Mumbai, as may be notified by the Central Government] for an order for the seizure of such books, registers, other documents and record. 33

[(8A) The authorised officer may requisition the services of any police officer or any officer of the Central Government, or of both, to assist him for all or any of the purposes specified in sub-section (8) and it shall be the duty of every such officer to comply with such requisition.]

(9) After considering the application and hearing the Investigating Authority, if necessary, 34[the Magistrate or Judge of the Designated Court] may, by order, authorise the Investigating Authority—

32. Substituted for “the Judicial Magistrate of the first class having jurisdiction” by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 18-7-2013. 33. Inserted, ibid., w.r.e.f. 28-3-2014. 34. Substituted for “the Magistrate”, ibid., w.r.e.f. 18-7-2013.


2.23

POWERS AND FUNCTIONS OF BOARD

S. 11D

(a) to enter, with such assistance, as may be required, the place or places where such books, registers, other documents and record are kept; (b) to search that place or those places in the manner specified in the order; and (c) to seize books, registers, other documents and record, it considers necessary for the purposes of the investigation : Provided that 35[the Magistrate or Judge of the Designated Court] shall not authorise seizure of books, registers, other documents and record, of any listed public company or a public company (not being the intermediaries specified under section 12) which intends to get its securities listed on any recognised stock exchange unless such company indulges in insider trading or market manipulation. (10) The Investigating Authority shall keep in its custody the books, registers, other documents and record seized under this section for such period not later than the conclusion of the investigation as it considers necessary and thereafter shall return the same to the company or the other body corporate, or, as the case may be, to the managing director or the manager or any other person, from whose custody or power they were seized and inform 35[the Magistrate or Judge of the Designated Court] of such return : Provided that the Investigating Authority may, before returning such books, registers, other documents and record as aforesaid, place identification marks on them or any part thereof. (11) Save as otherwise provided in this section, every search or seizure made under this section shall be carried out in accordance with the provisions of the Code of Criminal Procedure, 1973 (2 of 1974) relating to searches or seizures made under that Code. Cease and desist proceedings. 11D. If the Board finds, after causing an inquiry to be made, that any person has violated, or is likely to violate, any provisions of this Act, or any rules or regulations made thereunder, it may pass an order requiring such person to cease and desist from committing or causing such violation : Provided that the Board shall not pass such order in respect of any listed public company or a public company (other than the intermediaries specified under section 12) which intends to get its securities listed on any recognised stock exchange unless the Board has reasonable grounds to believe that such company has indulged in insider trading or market manipulation.]

35. Substituted for “the Magistrate” by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 18-7-2013.


SEBI Manual Set of 3 Volumes AUTHOR

: TAXMANN

PUBLISHER

: TAXMANN

DATE OF PUBLICATION : JANUARY 2022 EDITION

: 38TH EDITION

BINDING

: PAPERBACK Rs. 7500

Description This book is the most updated & amended compendium of the annotated text of the Acts/Rules/Regulations/Circulars/Master Circulars, etc., on SEBI & Securities Laws in India. The coverage of this book includes: u

SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 with Clarifications

u

SEBI Act, 1992 with Notifications (as amended up to date)

u

Securities Contracts (Regulations) Act, 1956 with Rules/Regulations & Clarifications (as amended up to date)

u

55+ SEBI Rules, Regulations and Guidelines

u

SEBI (Listing Obligations and Disclosure Requirements) Regulations with integrated SEBI’s Clarifications & Listing Agreements for Indian Depository Receipts

u

COVID-19 Circulars

What sets this book apart is the Circulars amending/Clarifying the primary Circular are given together to give a complete picture. The Present Publication is the 38th Edition, authored by Taxmann’s Editorial Board, updated till 29th November 2021.

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