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PROJECT REPORT ON
COMPARISION BETWEEN ECURITY EXCHANGE BOARD OF INDIA (SEBI)
AND US SECURITIES EXCHANGE COMMISSION (SEC)
SUBMITTED BY
YOGITA B. ADROJA
T.Y.B.Com.
FINANCIAL MARKET
(SEMESTER V)
SUBMITTED TO
UNIVERSITY OF MUMBAI
PROJECT GUIDE
ACADEMIC YEAR
2012 – 2013
PROJECT REPOET
SUBMITTED BY
YOGITA B. ADROJA
T.Y.BACHELOR OF COMMERCE IN FINANCIAL MARKETS
(SEMESTER V th)
SUBMITTED TO
UNIVERSITY OF MUMBAI
PROJECT GUIDE
NAME OF THE GUIDE
Mr. VAIBHAV R. ASHAR
ACADEMIC YEAR
2012 – 2013
CERTIFICATE
College Seal
Signature of Student
_________________
I have sincerely done my project alloted to me. I would like to thank MR.
VAIBHAV R. ASHAR the guide for giving her valuable suggestion and guidance.
I would also like to thank our Principal Dr. LILY BHUSHAN and our vice
Principal Mr. V.S.Kannan.
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.
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.
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.
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 [Reserve Bank]
respectively.
The Chairman and the other members referred to in clauses (a) and (d) of sub-section (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.
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.
has been convicted of an offence which, in the opinion of the Central Government, involves a
moral turpitude;
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:-
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.
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.
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.
any irregularity in the procedure of the Board not affecting the merits of the case.
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.
Name Designation
Name From To
Without prejudice to the generality of the foregoing provisions, the measures referred to therein may
provide for -
regulating the business in stock exchanges and any other securities markets;
registering and regulating the working of stock brokers, sub-brokers, share transfer agents,
bankers 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;
registering and regulating the working of the depositories, [participants,] custodians of securities,
foreign institutional investors, credit rating agencies and such other intermediaries as the Board
may, by notification, specify in this behalf;
registering and regulating the working of [venture capital funds and collective investment
schemes],including mutual funds;
promoting and regulating self-regulatory organisations;
prohibiting fraudulent and unfair trade practices relating to securities markets;
promoting investors' education and training of intermediaries of securities markets; prohibiting
insider trading in securities;
regulating substantial acquisition of shares and take-over of companies;
calling for information from, undertaking inspection, conducting inquiries and audits of the [ stock
exchanges, mutual funds, other persons associated with the securities market] intermediaries and
self- regulatory organizations in the securities market;
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;”
performing such functions and exercising such powers under the provisions of the Securities
Contracts (Regulation) Act, 1956(42 of 1956), as may be delegated to it by the Central
Government;
levying fees or other charges for carrying out the purposes of this section;
conducting research for the above purposes;
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;”
performing such other functions as may be prescribed.
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.”
Notwithstanding anything contained in any other law for the time being in force while exercising the
powers under [clause (i) or clause (ia) of sub-section (2) or subsection (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 :
the discovery and production of books of account and other documents, at such place and such
time as may be specified by the Board;
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 following measures, either pending investigation or inquiry or on
completion of such investigation or inquiry, namely:-
suspend the trading of any security in a recognized stock exchange;
restrain persons from accessing the securities market and prohibit any person associated with
securities market to buy, sell or deal in securities;
suspend any office-bearer of any stock exchange or self- regulatory organisation from holding
such position;
impound and retain the proceeds or securities in respect of any transaction which is under
investigation;
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
there under: 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 there under shall be allowed to be attached;
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 subsection (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 recognized 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: Provided further that the
Board shall, either before or after passing such orders, give an opportunity of hearing to such
intermediaries or persons concerned.
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."
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
Investigation.
Where the Board has reasonable ground to believe that –
the transactions in securities are being dealt with in a manner detrimental to the investors or the
securities market; or
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 it 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.
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.
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.
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 the Judicial Magistrate of the first
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.
OBJECTIVE SEBI
In 1988 the Securities and Exchange Board of India (SEBI) was established by the Government of
India through an executive resolution, and was subsequently upgraded as a fully autonomous
body (a statutory Board) in the year 1992 with the passing of the Securities and Exchange Board
of India Act (SEBI Act) on 30th January 1992. In place of Government Control, a statutory and
autonomous regulatory board with defined responsibilities, to cover both development &
regulation of the market, and independent powers have been set up. Paradoxically this is a
positive outcome of the Securities Scam of 1990-91.
Since its inception SEBI has been working targetting the securities and is attending to the
fulfillment of its objectives with commendable zeal and dexterity. The improvements in the
securities markets like capitalization requirements, margining, establishment of clearing
corporations etc. reduced the risk of credit and also reduced the market.
SEBI has introduced the comprehensive regulatory measures, prescribed registration norms, the
eligibility criteria, the code of obligations and the code of conduct for different intermediaries
like, bankers to issue, merchant bankers, brokers and sub-brokers, registrars, portfolio managers,
credit rating agencies, underwriters and others. It has framed bye-laws, risk identification and risk
management systems for Clearing houses of stock exchanges, surveillance system etc. which has
made dealing in securities both safe and transparent to the end investor.
Another significant event is the approval of trading in stock indices (like S&P CNX Nifty &
Sensex) in 2000. A market Index is a convenient and effective product because of the following
reasons:
Two broad approaches of SEBI is to integrate the securities market at the national level, and also
to diversify the trading products, so that there is an increase in number of traders including banks,
financial institutions, insurance companies, mutual funds, primary dealers etc. to transact through
the Exchanges. In this context the introduction of derivatives trading through Indian Stock
Exchanges permitted by SEBI in 2000 AD is a real landmark.
SEBI appointed the L. C. Gupta Committee in 1998 to recommend the regulatory framework for
derivatives trading and suggest bye-laws for Regulation and Control of Trading and Settlement of
Derivatives Contracts. The Board of SEBI in its meeting held on May 11, 1998 accepted the
However the Securities Contracts (Regulation) Act, 1956 (SCRA) required amendment to include
"derivatives" in the definition of securities to enable SEBI to introduce trading in derivatives. The
necessary amendment was then carried out by the Government in 1999. The Securities Laws
(Amendment) Bill, 1999 was introduced. In December 1999 the new framework was approved.
Derivatives have been accorded the status of `Securities'. The ban imposed on trading in
derivatives in 1969 under a notification issued by the Central Government was revoked.
Thereafter SEBI formulated the necessary regulations/bye-laws and intimated the Stock
Exchanges in the year 2000. The derivative trading started in India at NSE in 2000 and BSE
started trading in the year 2001.
A Board by the name of the Securities and Exchange Board of India (SEBI) was constituted under
the SEBI Act to administer its provisions. It consists of one Chairman and five members.
One each from the department of Finance and Law of the Central Government, one from the
Reserve Bank of India and two other persons and having its head office in Bombay and regional
offices in Delhi, Calcutta and Madras.
The Central Government reserves the right to terminate the services of the Chairman or any
member of the Board. The Board decides questions in the meeting by majority vote with the
Chairman having a second or casting vote.
Section 11 of the SEBI Act provides that to protect the interest of investors in securities and to
promote the development of and to regulate the securities market by such measures, it is the duty
of the Board. It has given power to the Board to regulate the business in Stock Exchanges, register
and regulate 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, etc., also to register and regulate the working of collective investment
schemes including mutual funds, to prohibit fraudulent and unfair trade practices and insider
trading, to regulate take-overs, to conduct enquiries and audits of the stock exchanges, etc.
All the stock brokers, sub-brokers, share transfer agents, bankers to an issue, trustees of trust
deed, registrars to an issue, merchant bankers, underwriters, portfolio managers, investment
advisers and such other intermediary who may be associated with the Securities Markets are to
register with the Board under the provisions of the Act, under Section 12 of the Sebi Act. The
Board has the power to suspend or cancel such registration. The Board is bound by the directions
vested by the Central Government from time to time on questions of policy and the Central
Government reserves the right to supersede the Board. The Board is also obliged to submit a
report to the Central Government each year, giving true and full account of its activities, policies
and programmers. Any one of the aggrieved by the Board's decision is entitled to appeal to the
Central Government.
MIRSD-2 (N-Z)
This division would look after the work relating to Registration, monitoring,
supervision, inspection, investor grievances and policy related issues of Stock Brokers and
Sub-Brokers.
MIRSD-3
This division would look after the work relating to Registration, monitoring,
supervision, inspection, investor grievances and policy related issues of the following Primary
market related intermediaries:
Merchant Bankers
Registrars to Issue
Bankers to Issue
Underwriters.
MIRSD-4
This division would look after the work relating to Registration, monitoring,
supervision, inspection, investor grievances and policy related issues of the following
intermediaries:
Debenture Trustees,
Credit Rating Agencies
Depository Participants
MIRSD-5
This division looks into the matters relating to the following intermediaries:
Sub-brokers
Debenture Trustees
Bankers to Issue
(As regards action, the current practice of issuing show cause notices, appointment of
Enquiry/Adjudication officers and consequential action up to serving of Chairman‟s order
and maintenance of database will be with the Department).
Division of Prosecutions
The division shall handle work related to filing prosecution proceedings through the courts
and follow up to obtain conviction. The Division will also frame procedures for cooperation
with public prosecutors, other agencies and for making referrals to prosecutors and other
government agencies
Communications Division
The division would be responsible for all communications of SEBI. These include:
Media releases and other forms of communication including the publication of SEBI
materials.
News conferences and responding to inquiries from the press
to file any return or furnish any information, books or other documents within the time
specified there for in the regulations, fails to file return or furnish the same within the
time specified there for in the regulations, he shall be liable to a penalty of one lakh
rupees for each day during which such failure continues or one crore rupees, whichever is
less.
to maintain books of accounts or records, fails to maintain the same, he shall be liable to a
penalty of one lakh rupees for each day during which such failure continues or one crore
rupees, whichever is less.
Penalty for failure by any person to enter into agreement with clients:-
If any person, who is registered as an intermediary and is required under this Act or any rules
or regulations made there under to enter into an agreement with his client, fails to enter into
such agreement, he shall be liable to a penalty of one lakh rupees for each day during which
such failure continues or one crore rupees, whichever is less.
registered with the Board as a collective investment scheme, including mutual funds, for
sponsoring or carrying on any investment scheme, fails to comply with the terms and
conditions of certificate of registration, he shall be liable to a penalty of one lakh rupees
for each day during which such failure continues or one crore rupees, whichever is less.
registered as a collective investment scheme including mutual funds fails to despatch unit
certificates of any scheme in the manner provided in the regulation governing such
despatch, he shall be liable to a penalty of one lakh rupees for each day during which such
failure continues or one crore rupees, whichever is less.
registered as a collective investment scheme, including mutual funds, fails to refund the
application monies paid by the investors within the period specified in the regulations, he
shall be liable to pay a penalty of one lakh rupees for each day during which such failure
continues or one crore rupees, whichever is less.
fails to deliver any security or fails to make payment of the amount due to the investor in
the manner within the period specified in the regulations, he shall be liable to a penalty of
one lakh rupees for each day during which such failure continues or one crore rupees,
whichever is less.
make a public offer by sending letter of offer to the shareholders of the concerned
company; or
make payment of consideration to the shareholders who sold their shares pursuant to letter
of offer. he shall be liable to a penalty twenty-five crore rupees or three times the amount
of profits made out of such failure, whichever is higher.
Power to adjudicate.-
For the purpose of adjudging under sections 15A, 15B, 15C, 15D, 15E, 15F, 15G, 54
[15H, 15HA and 15HB] ,the Board shall appoint any of its officers not below the rank of a
Division Chief to be an adjudicating officer for holding an inquiry in the prescribed
manner after giving any person concerned a reasonable opportunity of being heard for the
purpose of imposing any penalty.
While holding an inquiry, the adjudicating officer shall have power to summon and
enforce the attendance of any person acquainted with the facts and circumstances of the
case to give evidence or to produce any document which in the opinion of the adjudicating
officer, may be useful for or relevant to the subject matter of the inquiry and if, on such
inquiry, he is satisfied that the person has failed to comply with the provisions of any of
the sections specified in sub-section (1), he may impose such penalty as he thinks fit in
accordance with the provisions of any of those sections.
the amount of loss caused to an investor or group of investors as a result of the default;
MUTUAL FUND
An investment vehicle that is made up of a pool of funds collected from many investors for the
purpose of investing in securities such as stocks, bonds, money market instruments and similar
assets. Mutual funds are operated by money managers, who invest the fund's capital and attempt
to produce capital gains and income for the fund's investors. A mutual fund's portfolio is
structured and maintained to match the investment objectives stated in its prospectus.
SECURITIES AND EXCHANGE BOARD OF INDIA (MUTUAL FUNDS)
(SECOND AMENDMENT) REGULATIONS, 2012.
In the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996-
in regulation 48, sub-regulation (2) and the proviso shall be substituted with the
following, namely -"(2) The Net Asset Value of the scheme shall be calculated on daily
basis and published in at least two daily newspapers having circulation all over India.".
after regulation 51, the following new regulation shall be inserted, namely- “Credit of
exit load to scheme.
51A. The exit load charged, if any, after the commencement of the SEBI (Mutual Funds)
(Second Amendment) Regulations, 2012, shall be credited to the scheme.”
in regulation 52,-
o sub- regulation (2) shall be substituted with the following, namely- “(2) The asset
management company may charge the scheme with investment and advisory fees
which shall be fully disclosed in the offer document.”.
o in sub-regulation (4), the words “mutual fund” shall be substituted with the word
“scheme”.
o in sub-regulation (6),-
for clause (a), the following shall be substituted, namely- “(a) in case of a fund of
funds scheme, the total expenses of the scheme including weighted average of
charges levied by the underlying schemes shall not exceed 2.50 per cent of the
daily net assets of the scheme.”.
in clause (b), the words “weekly average” shall be substituted with the words
“daily”.
in clause (c), the words "or average weekly" and “or weekly average” wherever
appearing shall be omitted.
o after sub-regulation (6), the following new sub-regulation shall be inserted, namely-
"(6A) In addition to the limits specified in sub-regulation (6), the following costs or
expenses may be charged to the scheme, namely-
brokerage and transaction costs which are incurred for the purpose of execution of
trade and is included in the cost of investment, not exceeding 0.12 per cent in
case of cash market transactions and 0.05 per cent in case of derivatives
transactions;
expenses not exceeding of 0.30 per cent of daily net assets, if the new inflows
from such cities as specified by the Board from time to time are at least –
(i) 30 per cent of gross new inflows in the scheme, or;
(ii) 15 per cent of the average assets under management (year to date) of the
scheme, whichever is higher:
Provided that if inflows from such cities is less than the higher of sub-
clause (i) or sub- clause (ii), such expenses on daily net assets of the
scheme shall be charged on proportionate basis: Provided further that
expenses charged under this clause shall be utilised for distribution
expenses incurred for bringing inflows from such cities:
Provided further that amount incurred as expense on account of inflows
from such cities shall be credited back to the scheme in case the said
inflows are redeemed within a period of one year from the date of
investment;
In Twelfth Schedule, in serial number 6.5, the words and symbols "daily/weekly average"
wherever appearing shall be substituted with the word "daily".
Before introduction of such contracts, the Stock Exchanges shall submit the following:
Contract specifications
Position and Exercise Limits
Margins
The economic purpose it is intended to serve
Likely contribution to market development
The safeguards and the risk protection mechanism adopted by the exchange to
ensure market integrity, protection of investors and smooth and orderly trading.
The infrastructure of the exchange and the surveillance system to effectively monitor
trading in such contracts, and
Details of settlement procedures & systems
Details of back testing of the margin calculation for a period of one year considering
a call and a put option on the underlying with a delta of 0.25 & -0.25 respectively
and actual value of the underlying.
News reports appearing in the media after filing of Draft Offer Document
(DOD) with SEBI :-
The merchant bankers shall submit a compliance certificate as to whether the contents of the
news reports/ articles that appear after filing of DOD are supported by disclosures in the offer
document or not. This would apply in respect of news reports/ articles appearing in
newspapers stipulated in ICDR for issue advertisements, major business magazines and also
in the print and electronic media controlled by a media group where the media group has a
private treaty/ shareholders‟ agreement with the issuer company/ promoters of the issuer
company.
Power of inspection:-
The Board may at any time undertake inspection, conduct inquiries and audit of any
recognised stock exchange or recognised clearing corporation, any associate of such
exchange or clearing corporation, any shareholder of such stock exchange or clearing
corporation or any associate and agent of such shareholder.
Where an inspection under sub-regulation (1) is undertaken by the Board, such
recognised stock exchange or recognised clearing corporation or shareholder or associate
and every manager, director, managing director, chairperson or officer and other employee
of such recognised stock exchange, recognised clearing corporation, shareholder or
associate shall co-operate with the Board.
Notwithstanding such repeal, anything done or any action taken or purported to have been
taken or contemplated under the repealed regulations before the commencement of these
regulations shall be deemed to have been done or taken or commenced or contemplated
under the corresponding provisions of these regulations.
After the repeal of the regulations referred to in sub-regulation (1), any reference thereto
in any regulation, guideline, circular or direction issued by the Board shall be deemed to
be a reference to the relevant provisions of these regulations.
Market surveillance:-
The Investigation, Enforcement and Surveillance Department since its inception organised
itself to carry out its responsibility of protecting the investors and ensuring a healthy
development of the securities markets. Market Surveillance Division was set up in the SEBI in
July 1995, with a view to effectively monitor abnormal market movements and detect market
manipulations. It was involved in monitoring the market movements, identifying price
volatility, analysing its causes and overseeing the surveillance activities of the stock
exchanges. The main source of information for the Market Surveillance Division is the trading
data obtained from the stock exchanges, newspaper reports, investor complaints, market
intelligence, etc. It also analyses major market movements in the wake of significant market
sensitive information. Some of the surveillance systems and risk containment measures that
were put in place during 1997-98 are:
Surveillance Measures:-
SEBI conducts meetings at regular intervals with stock exchanges and depositories to monitor
their surveillance activities and market movements. In consultation with the stock exchanges
and depositories, the following surveillance measures have been taken:
SEBI has mandated that when market value of a stock is quoting less than the face value
of that stock, then there shall be no stock split in those shares. Also, it was decided that
subsequent to any split consolidation, a cooling off period of three years is mandatory
before any further split/consolidation can be undertaken.
SEBI has stipulated that when there is substantial change in shareholding of an entity
which would require disclosures under the various provisions of SEBI Act and
Regulations, the depositories would provide such information to the stock exchanges. The
stock exchanges would then verify whether disclosures as required have been made and in
the event of any irregularities, report the same to SEBI. It has also been decided that
depositories shall display ISIN-wise information pertaining to pledged shares on their
websites. SEBI has advised the exchanges that a list of companies which are non-
compliant with the Listing Agreement be displayed on the websites of BSE and NSE after
notice has been sent to the companies for non-compliance of Listing Agreement.
SEBI has decided that trading shall be suspended in partly paid shares of companies whose
issue size is less than `500 crore and wherein the partly paid shares have been in existence
for more than 12 months. The companies having issue size greater than`500 crore shall be
required to include the information about partly paid shares and fully paid shares in their
secretarial audit report that is submitted to stock exchanges. Failure to do so shall attract
appropriate action by the stock exchanges. In addition to the above, all instruments issued by
a company other than debentures and which are linked to equity shares of the company or
have equity like features (warrants, etc), shall attract uniform surveillance action. For
exchange traded funds, SEBI has advised the stock exchanges to apply price bands on the
NAV of two days before trading day of exchange traded funds.
INVESTIGATION
Timely completion of investigation cases and effective, proportionate and dissuasive action in
case of violations of established securities laws is important for protection of investors‟
interest and ensuring fair, transparent and orderly functioning of the market. It is also vital for
improving the confidence in the integrity of the securities market. SEBI is therefore constantly
striving to upgrade its investigative skills by making use of Information Technology.
Importance of effective and credible use of investigation has also been underscored by
IOSCO in its “Principles for the Enforcement of Securities Regulation”.Keeping the above
objectives and principles of securities regulations in view, SEBI initiates investigation to
examine alleged or suspected violations of laws and obligations relating to securities market.
The possible violations may include price manipulation, creation of artificial market, insider
trading, capital issue related irregularities, takeover related violations, non-compliance of
disclosure requirements and any other misconduct in the securities markets.
Initiation of Investigation There are various sources of information for initiation of
investigation. SEBI initiates investigation based on reference received from sources such
as stock exchanges, internal surveillance department, other government departments,
information submitted by market participants and complainants. In appropriate cases,
investigation may also be initiated suo moto, where there are reasonable grounds to
Investigations by SEBI
The market watchdog has come across over two dozen instances of major suspected violations of
insider trading norms during the recent rally to new record levels above 21,000 level and the
subsequent correction last week, a senior official said.
While the suspicious trading activities have been noticed in the SEBI's routine surveillance of
market activities, the regulator has decided to probe further into these cases and enhance its
oversight for such matters going ahead, he added.
Major violations have been suspected in trading of 25-30 stocks over the past few weeks, the
official said, adding that suspicious activities have been noticed in many other shares also but
those are minor in terms of trade value and nature.
Insider trading relates to purchase or sale of shares by people having prior and privileged
information about an upcoming development by virtue of they themselves or those related to
them having holding a position in the company.
As per the SEBI's Prohibition of Insider Trading Regulations, an 'insider' is defined as any
person "who is or was connected with the company or is deemed to have been connected with
the company, and who is reasonably expected to have access to unpublished price sensitive
information in respect of securities of a company, or who has received or has had access to such
unpublished price sensitive information."
The stock market benchmark SENSEX recently crossed 21,000 level to record its highest closing
level at 21,004.96 points on November 5, after a sharp rally over the past few weeks, but has
corrected about 900 points since then. The sentiments have been upbeat on the bourses, as also
reflected in robust response to recent IPOs like Coal India.
Insider trading activities increase during market rally and an environment of improved investor
sentiments makes it easier for insiders to make money on the bourses, experts said.
SEBI has systems in place to monitor unusual stock trends and suspicious activities are probed
further for violations of norms including those regulating insider trading.
"Many cases of insider trading do go undetected. Only a very small percentage of the total
number of insider trading cases comes under regulatory scrutiny," said Sudip Bandyopadhyay,
MD & CEO, Convexity Solutions and former CEO and MD of Anil Ambani group firm
"It is difficult to specify the exact extent or percentage of insider trading. However, it does
happen," he added. Bandyopadhyay said that the regulations are in well in place, but the
difficulty lies in implementing them and detecting the offence. He advocated enhancement of
powers of Sebi for seeking cooperation of other relevant regulatory authorities in matters of
insider trading.
Another market observer Arun Kejriwal, director of KRIS, said that Sebi should keep a watch on
dealing rooms of brokers and fund managers as also the companies' board meetings.
"Insider trading is rampant... It appears that almost all spiked movement in Indian markets can
be linked to insider trading," he added.