Professional Documents
Culture Documents
BUSINESS LAW
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ABSTRACT
This project examines in depth the regulatory powers and functions of the Securities and
Exchange Board of India (SEBI) under the SEBI Act, 1992. Since its inception in 1988, SEBI
has been the central regulatory body tasked with protecting the interests of investors , promote
market integrity and promote the growth of the Indian securities market.
Starting with the historical context and the legislation laid down in the SEBI Act, 1992, the
project goes on to clarify the mission and objectives of SEBI and reconcile them with the
broader objectives of the Indian Business Act.
The focus of the project is an in-depth analysis of the various regulatory powers and functions
of SEBI. This includes its role in the registration and regulation of market intermediaries, the
supervision of securities markets, investor protection and education initiatives, initiatives to
combat insider trading and fraud, and the supervision of investment funds and portfolio
managers. These activities are examined to reveal their profound impact on the Indian capital
market and their far-reaching impact on corporate law.
In addition, the project examines SEBI's enforcement and decision-making powers and details
the mechanisms it uses to ensure compliance. In addition, SEBI's key role in improving
corporate governance practices, which is the cornerstone of Indian corporate law, is
appreciated.
The project culminates by examining the tangible impact of SEBI's regulatory powers on
business law in India, featuring case studies and examples. It also provides insights into recent
regulatory developments and the persistent challenges faced by SEBI.
In summary, this project underscores SEBI's pivotal role in shaping India's financial markets
and its legal framework. By upholding market integrity, ensuring investor trust, and promoting
equitable market growth, SEBI emerges as a linchpin in the Indian business and legal
landscape. It offers invaluable insights to policymakers, legal practitioners, investors, scholars,
and professionals navigating India's intricate regulatory framework governing securities and
business practices.
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ACKNOWLEDGEMENT
CHANYA JAIN
B.COM LL.B (Hons.)
367/20
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TABLE OF CONTENTS
TABLE OF CASES
CASE NAME
1. Re: Refex Industries Limited
2. Re: Anshu’s Clothing Limited
3. United spirits limited
4. Securities and Exchange Board of India (SEBI) and Ors. Vs. Sahara India Real
Estate Corpn. Ltd. and Ors.
5. RE: M/S. PM TELELINKS LTD AND M/S. 8K MILES SOFTWARE
SOLUTIONS LTD
6. M/S. MCX BIZ SOLUTIONS AND MR SYED SADAQ
7. Re: Sun-Plant Agro Ltd. and Ors.
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INTRODUCTION
The Securities and Exchange Board of India (SEBI) is a statutory body that regulates
the commodity and financial market in India. The Ministry of Finance holds ownership of
SEBI. SEBI drafts regulations according to its legislative capacity, and it conducts
investigation and enforcement action in executive function. It passes the rulings and orders in
its judicial capacity. SEBI is responsible for ensuring that the requirements of investors, market
intermediaries and securities issuers are fulfilled. This apex body is crucial for the interest of
those who are interested in investing .
SEBI's mission is rooted in safeguarding investor interests, regulating the securities market,
and facilitating its growth. These objectives resonate with the broader aims of business law,
creating an intricate relationship between SEBI and the legal framework governing businesses
in India.
This project delves into the core of SEBI's regulatory domain, examining its roles in the
registration and oversight of market intermediaries, the regulation of securities exchanges,
protection of investors, and the enforcement of insider trading and fraud prevention measures.
Furthermore, it explores SEBI's significant contributions to enhancing corporate governance,
a vital pillar of business law.
By shedding light on the profound impact of SEBI's powers and functions, this project seeks
to offer valuable insights to investors, legal practitioners, policymakers, and scholars
navigating the intricate tapestry of India's financial and legal landscape. SEBI's endeavours in
promoting transparency, fairness, and investor protection echo not just within the securities
market but resonate deeply within the broader spectrum of business law.
SEBI serves as a watchdog for the participants of the capital market. The aim of SEBI is to
facilitate the working of the security market smooth. SEBI’s duty is to check and protect the
investors’ interest from being curbed by malpractice.1 The preamble of the act itself gives
answers for the basic questions such as what, for whom and how.2
1
Elearnmarkets - Financial Market Learning. (2018). SEBI The Purpose, Objective and Functions of SEBI.
[online] Available at: https://blog.elearnmarkets.com/sebi-purpose-objective-functions-sebi/ [Accessed 14 Apr.
2019].
2
Securities and Exchange Board of India Act,1992, preamble
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HISTORICAL BACKGROUND
SEBI, the Securities and Exchange Board of India, emerged in response to a pressing need for
comprehensive regulation in the Indian capital markets. Prior to its establishment, the country's
financial landscape was fraught with issues such as rampant fraud, insider trading, and market
manipulation. Notably, the Harshad Mehta scam in the early 1990s exposed the vulnerabilities
of the system, compelling authorities to act.
In 1992, the SEBI Act was enacted, officially birthing SEBI as the regulatory authority for
India's securities market. The act empowered SEBI with a set of critical functions, including
protecting investor interests, regulating stock exchanges, and overseeing market
intermediaries.
Over the years, SEBI has undergone a transformative journey. It initially grappled with
challenges and responded with amendments to its regulatory framework. Notable milestones
include market reforms to enhance transparency, the establishment of the National Stock
Exchange (NSE), and the demutualization of stock exchanges. These reforms have contributed
to the growth and development of the Indian capital markets.
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STRUCTURE OF SEBI3
3
Securities and Exchange Board of India Act, 1992, Section 4.
4
Securities and Exchange board of India Act, 1992, section 15Y.
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FUNCTIONS OF SEBI5
SEBI has three functions:
1. Protective Function:
SEBI performs these functions to protect the interest of investors and other financial
participants.
i) Safeguard the interests of traders and investors.
ii) Limit price rigging, as some of them is already fix (price rigging) by the corporate
or group of corporate.
iii) Prevent insider trading.
iv) Promote fair practices, ensure that all the market transactions take place smoothly
and securely.
v) Prohibits unfair trade practices.
2. Development Function:
It brings freshness and innovations to the Indian financial market.
i) Offering training to financial intermediaries.
ii) Introducing DEMAT form of securities.
iii) Buying- selling mutual funds directly from AMC through a broker.6
iv) Encouraging self-regulating organisations.
v) Promoting fair trade practices and reducing unfair trade practices.
3. Regulatory Function: This function ensures the smooth and transparent functioning
of the stock market. It regulates the functioning of mutual funds and the takeover of
companies. All intermediaries, brokers, sub-brokers, merchant bankers, trustees etc
register in SEBI. Conducts inquiries and audit of exchanges.
POWERS OF SEBI
➢ Quasi-Judicial: In case there are any financial frauds committed in the security market,
SEBI has the authority to rule out judgments. This is to ensure transparency, fairness,
and accountability within the securities market.
5
Securities and Exchange Board of India Act, 1992, Section 11
6
Securities and Exchange Board of India Act, 1992, Section 11B
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➢ Quasi-legislative: SEBI also holds the power to protect its investors by managing rules
to prevent malpractices within the securities market. These rules are related to insider
reading, essential disclosure requirements, and listing obligations.
➢ Quasi-executive: SEBI holds the power to examine and gather critical financial
documents as evidence against violations. Based on the investigation, SEBI can impose
rules, take legal actions, and pass judgment as and when required.
➢ SEBI has the power to regulate and approve any laws related to functions in the stock
exchanges.
➢ It has the powers to access the books of records and accounts for all the stock exchanges
and it can arrange for periodical checks and returns into the workings of the stock
exchanges.
➢ It can also conduct hearings and pass judgments if there are any malpractices detected
on the stock exchanges.
➢ When it comes to the treatment of companies, it has the power to get companies listed
and de-listed from any stock exchange in the country.
➢ It has the power to completely regulate all aspects of insider trading and announce
penalties and expulsions if a company is caught doing something unethical.
➢ It can also make companies list their shares in more than one stock exchange if they see
that it will be beneficial to investors.
➢ The role of SEBI and stock exchanges in investor protection is to draft legal rules to
ensure the protection of the general public.
➢ The scope of SEBI also extends to regulating the registration of brokers and other
middlemen who will deal with investors in the market.
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OBJECTIVE OF SEBI
The basic objectives of SEBI are described by the Preamble of the Securities and Exchange
Board of India. As per this description, SEBI’s function is as mentioned:
1. Protection to the investors -The primary objective of SEBI is to protect the interest
of people in the stock market and provide a healthy environment for them.
2. Prevention of malpractices- This was the reason why SEBI was formed. Among the
main objectives, preventing malpractices is one of them.
3. Fair and proper functioning- SEBI is responsible for the orderly functioning of the
capital markets and keeps a close check over the activities of the financial
intermediaries such as brokers, sub-brokers, etc.7
In recent years SEBI role became more complex, the capital markets regulator is at a
crossroads.
▪ There is excessive focus on regulation of market conduct and lesser emphasis
on prudential regulation.
▪ SEBI statutory enforcement powers are greater than its counterparts in the
US and the UK as it is armed with far greater power to inflict serious economic
injury.
▪ It can impose serious restraints on economic activity, this is done based on
suspicion, leaving it to those affected to shoulder the burden of disproving the
suspicion, somewhat like preventive detention.
▪ Its legislative powers are near absolute as the SEBI Act grants wide discretion
to make subordinate legislation.
▪ The component of prior consultation with the market and a system of review of
regulations to see if they have met the articulated purpose is substantially missing.
As a result, the fear of the regulator is widespread.
▪ Regulation, either rules or enforcement, is far from perfect, particularly in areas
like insider trading.
▪ The Securities offering documents are extraordinarily bulky and have
substantially been reduced to formal compliance rather than resulting in
substantive disclosures of high quality.
7
Supra note. 3
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KEY INITIATIVES AND REFORMS
1. Market Reforms: SEBI has spearheaded transformative market reforms. The
introduction of electronic trading systems revolutionized trading by enhancing
efficiency and transparency. Additionally, the dematerialization of securities and the
establishment of central depositories like NSDL and CDSL eliminated the need for
physical share certificates, reducing fraud and transaction costs. Streamlined settlement
processes, including rolling settlement cycles and electronic transfer through
depositories, have minimized settlement risks, bolstering investor confidence.
3. Investor Protection and Education: SEBI established the Investor Protection Fund to
compensate investors in case of broker defaults. Concurrently, its investor awareness
programs have empowered investors with knowledge about market risks and rewards,
promoting informed decision-making.
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SEBI’S ROLE IN INVESTOR EDUCATION
1) Investor Awareness Programs:
a) SEBI conducts comprehensive investor awareness programs.
b) These programs aim to enhance financial literacy and empower investors.
c) Components include seminars, workshops, webinars, and educational materials.
d) Collaborations with market participants extend the reach and effectiveness of these
programs.
• There is need of an attitudinal change, indeed, hundreds of inputs about the market
being full of crooks necessitating a crackdown and severe intervention would be
received.
• SEBI needs deep review and research as to what can be done better. The size of funds
that get raised can never be a barometer of success for how this segment of the market
regulation is performing.
• The foremost objective of SEBI should be cleaning up the policy space in this area of
the market.
• SEBI must give special attention to human resources and matters within the
organisation. SEBI must encourage lateral entry to draw the best talent.
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• Alignment and fitment of senior employees upon merger of the Forward Markets
Commission into Sebi remains an open area of work.
• Enforcement can be strengthened with continuous monitoring and improving market
intelligence. This requires a rich talent pool.
• India’s financial markets are still segmented. One regulator can’t be blamed for
another’s failure when the remit over a financial product overlap.
• In this context a unified financial regulator makes eminent sense to remove both
overlap and excluded boundaries.
8
In Re: Refex Industries Limited, 2017 Indlaw SEBI 12
9
In Re; Anshu’s Clothing Limited, 2017 indlaw sebi 216.
10
WTM/SR/CFD–CMD/6/01/2017
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The SEBI has exercised its power conferred upon in terms of Section 19 read with
Sections 11(1), 11(4)(b) and 11B of the SEBI Act, and issued the directions.
DR. VIJAY MALLYA, Ashok Chopra, P.A.Murali, Sowmiyanarayanan, S.N.Prasad,
Pramiit singh gill and Anipur are restrained from accessing the securities market and
are further prohibited from buying, selling or otherwise dealing in securities in any
manner whatsoever, either directly or indirectly. And DR. VIJAY MALLYA and Ashok
Chopra are restrained from holding a position as Directors or Key Managerial Persons
of any listed company. And also gave directions that USL shall, within 21 days, provide
SEBI with the Actions taken against the above persons mentioned, Steps taken to
recover the following amounts from Dr. Vijay Mallya and the companies to whom such
funds were wrongly diverted, which have been reported as diversion.-
• Under the PWC-UK Report i.e. ₹655.55 Crores and
• Under the E&Y Report i.e. ₹1225.24 Crores.
The SEBI has approached the government asking to amend the Companies Act in such a way
that the declared directors should be considered as a disqualified person and should vacate the
chair. This was asked after the reluctance of Vijay Mallya to act as directed.
Officials have stated that the Finance Ministry in favor of the proposal of the SEBI and has
asked the regulator to get it approved by its board and then forward it to the Corporate Affairs
Ministry.11
D. Securities and Exchange Board of India (SEBI) and Ors. Vs. Sahara India Real
Estate Corpn. Ltd. and Ors.12
Direction for deposit was given to the Sahara and it failed to comply with the same. As
a result, the SEBI had initiated contempt proceedings against Respondent Group of
Companies upon their failure to comply with the direction of the Court requiring them
to deposit stipulated amount in SEBI Account, resulting in freezing of Respondent's
asset. The respondent challenged the same on the ground that they would be unable to
discharge their burden of paying the refund. Now the issue is whether initiation of
contempt proceedings was sustainable. The court has stated that “the orders passed may
not be strictly construed as arising out of contempt jurisdiction, but in the exercise of
inherent jurisdiction vested in this Court to do complete justice in the matter and to
ensure that the applicants render full compliance of its orders.”
11
The Hindu. (2019). Mallya row: SEBI seeks changes to Companies Act. [online] Available at:
https://www.thehindu.com/business/Industry/mallya-row-sebi-seeks-changes-to-companies-
act/article26432401.ece [Accessed 16 Apr. 2019].
12
2015 (112) ALR 21
13
SEBI/WTM/MPB/EFD-DRA-I/38/201
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through trading amongst themselves , executing synchronised trades and placed orders
at a price higher than the last traded price, thereby contributing to the rise in price.
Once the price of the scrip reached its peak, the aforesaid entities offloaded their shares,
thereby resulting in fall in the price of the scrip.
SEBI, passed an ad interim ex -parte order dated April 18, 2013 restraining 13 entities
including the promoters of M/s. P.M. Telelinks Ltd., from accessing securities market
and prohibiting them from buying, selling or dealing in securities in any manner
whatsoever, till further directions in the matter of dealing in the scrip of M/s. P.M.
Telelinnks Ltd. (PMTL) and M/s. 8K Miles Software Solutions Ltd. (8KMILES).
Pursuant to the above, after considering the submissions made by these 13 entities,
SEBI has confirmed its directions against 13 entities.
14
WTM/RKA/MIRSD/46 /2013
15
In Re: Sun-Plant Agro Ltd. and Ors. (15.03.2016 - SEBI / SAT) : MANU/SB/0088/2016
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CONCLUSION & SUGGESTIONS
The Securities and Exchange Board of India (SEBI) stands as a cornerstone in India's financial
landscape. With extensive powers and functions, it effectively regulates the nation's capital
markets, ensuring investor protection, transparency, and market integrity. SEBI's influence is
vividly seen in its introduction of innovative financial instruments like Real Estate Investment
Trusts (REITs) and Infrastructure Investment Trusts (InvITs), which diversify investment
opportunities and deepen the market.
Moreover, SEBI has significantly enhanced corporate governance, enforced stringent
regulatory measures, and played a critical role in maintaining market integrity through its
surveillance and enforcement mechanisms. Its actions have not only attracted substantial
foreign investment but have also gained recognition on the global stage for aligning Indian
regulations with international standards.
Despite the challenges it faces, including market complexity and technological advancements,
SEBI's unwavering commitment to investor education and protection ensures a robust and
secure financial ecosystem. As India's capital markets continue to evolve, SEBI's pivotal role
in fostering trust and informed participation remains indomitable, shaping the future of the
nation's financial landscape.
BIBLIOGRAPHY
• Securities and Exchange Board of India Act, 1992 [As amended by the Securities
Laws(Amendment)Act,2014]
https://www.sebi.gov.in/sebi_data/attachdocs/1456380272563.pdf
• THE SECURITIES AND EXCHANGE BOARD OF INDIA
http://shodhganga.inflibnet.ac.in/bitstream/10603/7800/9/09_chapter%203.pdf
• https://blog.elearnmarkets.com/sebi-purpose-objective-functions-sebi/3
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• Securities And Exchange Board Of India - SEBI
https://www.investopedia.com/terms/s/sebi.asp
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