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RAM MANOHAR LOHIYA NATIONAL LAW

UNIVERSITY

2017-2018
Final draft of:
CORPORATE LAW
India’s Capital Market Regulator: SEBI

Submitted to:- Submitted by:-


Ms. Priya Anuragni Ayushi Verma
Asst.professor Section -A
Rmlnlu Enrollment no.-35

Semester VI

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TABLE OF CONTENTS:

1- Introduction
2- SEBI: Introduction
3- Securities Market
4- SEBI Act, 1992
5- Conclusion
6- Bibliography

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INTRODUCTION

Every modern economy is based on sound financial system which helps in


production, capital and economic growth by encouraging savings habit,
mobilizing savings from households and other segments and allocating savings
into productive usage such as trade, commerce, manufacture, etc.

1.1. Financial Markets:

Efficient transfer of resources from those having idle resources to others who
have a pressing need for them is achieved through financial markets. Stated
formally, financial markets provide channels for allocation of savings to
investment. These provide a variety of assets to savers as well as various forms in
which the investors can raise funds and thereby decouple the acts of saving and
investment. The savers and investors are constrained not by their individual
abilities, but by the economy’s ability, to invest and save respectively1.The
financial markets, thus, contribute to economic development to the extent that the
latter depends on the rates of savings and investment. The financial markets have
two major components; the money market and the capital market:

1.1.1. Money Market:

The money market refers to the market where borrowers and lenders exchange
short-term funds to solve their liquidity needs. Money market instruments are
generally financial claims that have low default risk, maturities under one year
and high marketability.

1.1.2. Capital Market:

The Capital Market is a market for financial investments that are direct or
indirect claims to capital. It is wider than the Securities Market and embraces all
forms of lending and borrowing, whether or not evidenced by the creation of a
negotiable financial instrument. The Capital Market comprises the complex of
institutions and mechanisms through which intermediate term funds and long
term funds are pooled and made available to business, government and
individuals. The Capital Market also encompasses the process by which securities
already outstanding are transferred.

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Data retrieved from, http://www.studymode.com/essays/Markets-And-Financial-Instruments-
1485500.html, on 20 April, 2013

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1.2.SEBI: A brief Introduction

The Government has set up the Securities & Exchange Board of India (SEBI) in
April, 1988. For more than three years, it had no statutory powers. Its interim
functions during the period were (i) To collect information and advice the
Government on matters relating to Stock and Capital Markets (ii) Licensing and
regulation of merchant banks, mutual funds etc. (iii) To prepare the legal drafts
for regulatory and development role of SEBI and (iv) To perform any other
functions as may be entrusted to it by the Government. The need for setting up
independent Govt. agency to regulate and develop the Stock and Capital Market
in India as in many developed countries was recognised since the Sixty Five Year
Plan was launched (1985) when some major industrial policy changes like
opening up of the economy to outside world and greater role to the Private Sector
were initiated. The rampant malpractices noticed in the Stock and Capital Market
stood in the way of infusing confidence of investors which is necessary for
mobilisation of larger quantity of funds from the public and help the growth of
the industry.2

As referred to earlier, malpractices have been reported in both the primary market
and seondary market. A few examples of malpractices in the primary market are
as follows:

a) Too many self style Investment Advisors and Consultants.3


b) Grey Market or unofficial premiums on the new issues.
c) Manipulation of market prices before new issues are floated.

A few examples of malpractices in the secondary Market are as follows:

a) Lack of transperancy in the trading operations and prices charged to clients.


b) Poor services due to delay in passing contract notes or not passing contract
notes, at all.
c) Delay in making payments to clients or in giving delivery of shares.
SECURITIES MARKET
2
K.C. Garg, Company Law, Kalyani Publishers, 18th edn.
3
Recently SEBI came out with (Investment Advisers) Regulations, 2013.

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The Securities Market allows people to do more with their savings than they
would otherwise could. It also provides financing that enables people to do more
with their ideas and talents than would otherwise be possible. The people’s
savings are matched with the best ideas and talents in the economy. Stated
formally, the Securities Market provides a linkage between the savings and the
investment across the entities, time and space. It mobilises savings and
channelises them through securities into preferred enterprises.4
.
Securities market like any other market can be classified into primary and
secondary market:

2.1. Primary Market

The primary market provides the channel for sale of new securities. Primary
market provides opportunity to issuers of securities; Government as well as
corporates, to raise resources to meet their requirements of investment and/or
discharge some obligation. They may issue the securities at face value, or at a
discount/premium and these securities may take a variety of forms such as equity,
debt etc. They may issue the securities in domestic market and/or international
market.5

2.2. Secondary Market

The secondary market enables those who hold securities to adjust their holdings
in response to changes in their assessment of risk and return. They also sell
securities for cash to meet their liquidity needs. The price signals, which subsume
all information about the issuer and his business including, associated risk,
generated in the secondary market, help the primary market in allocation of
funds.

SEBI ACT, 1992:

In terms of section 3 of the Act, SEBI is a body corporate having perpetual


succession and a common seal with power to acquire, hold and dispose of
property, both movable and immovable and to contract, sue and be sued in its
own name. SEBI has its Head Office at Mumbai and has powers to establish its
4
Sanjeev Aggarwal, Guide to Indian Capital Market, Bharat Law House.
5
V.L. Iyer, SEBI Practice Manual, Taxman Allied Service P Ltd.

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offices at other places in India. SEBI presently has offices also in Kolkata, New
Delhi, Chennai and Ahemedabad.6

Section 4(1) of SEBI Act provides that the SEBI Board shall consist of the
following members, namely: (a) a Chairman; (b) two members from amongst the
officials of the Ministry of the Central Government dealing with Finance and
administration of the Companies Act, 1956; (c) one member from amongst the
officials of the Reserve Bank; (d) five other members of whom at least three shall
be the whole time members, to be appointed by the Central Government.

3.2. Power and Functions:

Chapter IV of SEBI Act, 1992 deals with the powers and functions of the Board.
Section 11 of the Act lays down that it shall be the duty of SEBI to protect the
interests of the investors in securities and to promote the development of, and to
regulate the securities markets by such measures as it thinks fit. These measures
would include:7

a. regulating the business in stock exchanges and any other securities markets;
b. registering and regulating the working of venture capital funds and
collective investment schemes, including mutual funds;
c. promoting and regulating self-regulatory organisations;

d. prohibiting fraudulent and unfair trade practices relating to securities


markets;
f. promoting investors‟ education and training of intermediaries of securities
markets.

3.3. Registration of Intermediaries:

6
Ibid, section 3.
7
Supra note, 11, section 11.

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Chapter V of the Act provides for registration of various intermediaries such as
stock broker, sub-broker, share transfer agents etc. Section 12(1) of the Act
provides that no stock-broker, sub-broker, share transfer agent, banker to an issue,
trustee of trust deed, registrar to an issue, merchant banker, underwriter, portfolio
manager, investment adviser and such other intermediary who may be associated
with securities market shall buy, sell or deal in securities except under, and in
accordance with, the conditions of a certificate of registration obtained from
SEBI in accordance with the regulations made under this Act.8

3.5. Securities Appellate Tribunal:

In order to afford proper appellate remedies, Chapter VIB of SEBI Act provides
for the establishment of the Securities Appellate Tribunals to consider appeals
against SEBI‟s orders, of penalties.

As per Section 15K, the Central Government is empowered to establish by


notifications one or more Appellate Tribunals, to be known as the Securities
Appellate Tribunals to exercise the jurisdiction, power and authorities conferred
on such Tribunal by SEBI Act or under the Act or any other law for the time
being in force. The Central Government has set up a tribunal at Mumbai.

3.6. Power to make Rules:

Section 29 empowers the Central Government to make rules for carrying out the
purposes of this Act. Such rules may provide for all or any of the following
matters, namely9:

a. the term of office and other conditions of service of the Chairman and the
members of SEBI;
b.the additional functions that may be performed by SEBI under section 11 of the
Act;
c. the manner in which the accounts of SEBI shall be maintained under section
15;
3.7. Regulations for Intermediaries in Primary Market:

Merchant Bankers:
8
Supra note, 11, section 12.
9
Supra note, 11, section 29.

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Merchant Banker‘ means any person engaged in the business of issue
management by making arrangements regarding selling buying or subscribing to
securities or acting as manager/consultant/advisor or rendering corporate
advisory services in relation to such issue management. SEBI has advised that
merchant bankers shall undertake only those activities which relate to securities
market.

Registrars and Share Transfer Agents:

The Registrars to an Issue and Share Transfer Agents constitute an important


category of intermediaries in the primary market. They render very useful
services in mobilising new capital and facilitating proper records of the details of
the investors, so that the basis for allotment could be decided and allotment
ensured as per SEBI Regulations.

CONCLUSION:

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Our review of SEBI’s performance in the eighteen years since its establishment in
its current incarnation as an adequately empowered and independent regulator
indicates that there has been an all-round improvement in the institutional
framework in which the securities trade in India is conducted. Progressively, over
time, nearly every actor who is directly connected with the securities trade has
been brought under the regulatory ambit of SEBI. A combination of registration,
licensing, eligibility conditions, and incentives allows SEBI to rein in non-
compliant behaviour that could potentially affect the functioning of the securities
market adversely.

In terms of enforcement, the data suggest that SEBI has achieved considerable
progress in terms of detecting and disposing of instances of non-compliance or
infractions. This has also been borne out by the relatively orderly functioning of
the trading and settlement systems with hardly any instances of payment crises
shutting down the exchanges as in the past until the mid-nineties. However, both
the primary and secondary markets have been affected from time to time by
various other troubles that sometimes assumed the proportion of a scam as in the
case of the IPOs of Yes Bank, IDFC and several others. Most recent is the much
hyped Sahara case, where more than crore investors are being affected due to
lack of regulatory/statutory measures.

BIBLIOGRAPHY

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 Black, Bernard S, and Khanna, Vikramaditya S (2007).
It has been referred to since it explains, SEBI ACT.
 Franklin, Allen; Chakrabarti, Rajesh and De, Sankar (2007).
It has been reffered to explain, India’s Financial System.
 Gokarn, Subir (1996).
It has been referred to explain, Indian Capital Market Reforms.
 Goswami, Omkar (2000).
It has been referred since it explains, powers and functions of SEBI Act.

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