K.E.

Ss SHROFF
COLLEGE OF
ARTS & COMMERCE

SUBJECT:
Business Law
 Class: S.Y.B.F.M.

th
Semester: 4

PRESENTATION ON:
The Securities Contracts
Regulation Act

Submitted to: Prof. Shweta Vadvani

Academic year: 2011-12

 Group Members
Name Roll No.
PRIYANK DARJI 06

HARDIK NATHWANI 27

SHASHANK PAI 28

SAGAR PANCHAL 29

DHARMIK PATEL 32

KUSH SHAH 39

SIDDARTH TAWDE 46
Meaning of Securities
The definition of 'Securities' as per the Securities Contracts
Regulation Act (SCRA), 1956, includes instruments such as
shares, bonds, scrips, stocks or other marketable securities of
similar nature in or of any incorporate company or body corporate,
government securities, derivatives of securities, units of collective
investment scheme, interest and rights in securities, security
receipt or any other instruments so declared by the Central
Government.
Securities may be represented by a certificate or, more typically,
"non-certificated", that is in electronic or "book entry" only form.
Certificates may be bearer, meaning they entitle the holder to
rights under the security merely by holding the security,
or registered, meaning they entitle the holder to rights only if he
appears on a security register maintained by the issuer or an
intermediary .
The company or other entity issuing the security is called the issuer. A
country's regulatory structure determines what qualifies as a security. For
example, private investment pools may have some features of securities,
but they may not be registered or regulated as such if they meet various
restrictions.

debt securities (such as banknotes, bonds and debentures),

equity securities, e.g., common stocks;

derivative contracts, such as forwards, futures, options and swaps.

Securities contract regulation
Definitions
In this Act, unless the context otherwise requires,-

(a) 'Contract' means a contract for or relating to the purchase or sale of

securities;

(b) 'Government security' means a security created and issued, whether

before or after the commencement of this Act, by the Central Government
or a State Government for the purpose of raising a public loan and having
one of the forms specified in clause (2) of section 2 of the Public Debt Act,
1944 (13 of 1944);

(c) 'member ' means a member of a recognised stock exchange;

(d) 'option in securities' means a contract for the purchase or sale of a right
to buy or sell, or a right to buy and sell, securities in future, and includes a
teji, a mandi, a teji mandi, a galli, a put, a call or a put and call in securities;

(e) 'prescribed' means prescribed by rules made under this Act;

(f) 'recognised stock exchange' means a stock exchange which is for the
time being recognised by the Central Government under section 4;

(g) 'rules', with reference to the rules relating in general to the constitution
and management of a stock exchange, includes, in the case of a stock
exchange which is an incorporated association, its memorandum and
articles of association;

(h) 'securities' include

(i) shares, scripts stocks, bonds, debentures, debenture stock or other

marketable securities of a like nature in or of any incorporated company or
other body corporate;

(ii) Government securities; and

(iii) rights or interests in securities;

Security Contract Regulation Act
In addition, under Section 28A of the Securities Contracts Regulation Act
(SCRA) inserted by the SEBI Act, the Government may delegate powers
exercisable by it also to the SEBI, subject to such limitations/condition as
may be stipulated by the Government. While delegating the powers to the
SEBI, the Government may retain the power in relation to any matter under
the Act. In respect of the following matters, the SEBI has been authorized
to exercise powers under the SCRA which were formerly exercised by the
Government:

Main Provisions:

The Act empowers the Central Government or in some cases SEBI

pertaining to:
The grant of recognition or withdrawal of recognition to any stock
exchange
Approval of the bye-laws and rules of stock exchange
Power to direct the stock exchange to make or amend rules and bye-
laws
Monitoring the activities and functioning of the stock exchanges by
calling for periodic returns and specific information
Power to suspend business of any stock exchange
Power to supersede the governing body of any stock exchange on
account of specific reasons
Regulation of listing of securities.
The SEBI is now exercising most of the powers under the SCRA.

Registration of Intermediaries:

All intermediaries dealing in securities are compulsorily registered with the

SEBI in accordance with the regulations made under the SEBI Act. The
certificate of registration contains the conditions/rules and regulations for
conduct of business by the security market intermediaries. The SEBI
prescribes regulations for the application form and the manner of making
an application as well as the fee payable. The SEBI can suspend/cancel a
certificate of a registration granted to the intermediaries in accordance with
the regulations made by it on this behalf. An intermediary/person aggrieved
by an order of the SEBI, suspending/canceling registration can prefer an
appeal to the Government. By various regulations notified from time to
time, the SEBI has prescribed the procedure for registration of various
intermediaries associated with the securities market.

Directions from Government:

The Government of India can issue directions to the SEBI on questions of

policy in writing from tem to time. It is bound to follow and observe such
directions in the exercise of its powers/the performance of its functions. The
government has absolute discretion to determine whether a question is one
of policy or not. Its inability to discharge its functions/duties, or non-
compliance to follow and act upon direction given by the Government or
sGovernment.
Power to make rules and regulations:
The government is authorized to make rules for carrying out the purpose of
the SEBI Act. The important matter for which rules may be framed, include,
the additional functions to be performed by it, its constitution, maintenance
of its accounts, manner of inquiry to impose penalty for defaults,
constitution of the Securities Appellate Tribunal (SAT), the forms of appeal
and fee before the SAT, the form in which reports have to be submitted to
the government. To carry out its functions, the SEBI is empowered to make
regulation. Every regulations made by it must have the prior approval of the
Government.
Contract and option in securities
Contracts in notified areas- section 13
Central Government has the power to declare a state or an area as notified
area under section 13. While notifying any such state or area, due
consideration is given to the nature or volume of transations or securities in
such state or area.

Effect of declaration of area as notified area:

Every contract securities in such notified state or area is legal only if:

i. Such contract entered into between the members of a recongnized

stock exchange or stock exchange. Contracts entered between
persons other than members of recognized stock exchange will be
considered illegal.
ii. Any contract entered into through or with a members of a recognized
stock exchange.
iii. Such contract are subject to terms and conditions as stipulated by
recognized stock exchange. recognized stock exchange can lay such
terms and conditions with the prior approval of SEBI.

The provisions of section 13 are not applicable to spot delivery contract.

Contracts in notified areas to be void in certain

circumstances
14. (1) Any contract entered into in any State or area which is declared
notified bu the central government and which is in contravention of any of
the bye- laws specified in that behalf shall be void with respect t.o

(i) the rights of any member of the recognised stock exchange who
has entered into such contract in contravention of any such bye-laws,
and

(ii) the rights of any other person who has knowingly participated in
such transaction.
Power of central government to prohibit contracts in certain
cases-section 16
i. central government can declare that any contract for the sale or
purchase of any security shall not be made execpt with the
permission of the central government.
ii. Such declaration can be made by the government only if it is of the
opinion that it is necessary to prevent undesirable speculation in
specified securities in any state or area.
iii. Any agreement for the sale or purchase of securities shall be illegal if
made in contravention of the above provisions.

Licensing of dealers in securities in certain securities-

section 17:
Central Government may by notification in the Official Gazette declare that a
person cannot carry on business of dealing in securities except under
authority of a license granted by SEBI in this behalf. In other word section 17
requires a person dealing in securities in any state which has not been notified
under section 13 but has been notified under section 17.

It implies that licensing can be made com plusory only in respect of state/area
which is not notified under section 13.

The section does not apply to:

a) Spot delivery contracts

b) Doing of anything by or on behalf of a member of any recognised stock
exchange.

Thus this section makes provisions for issuing license to persons other
than members of stock exchanges,in area which are not notified under
section 13.

.
Listing in securities

Listing means admission of securities to dealings on a recognized stock

exchange. The securities may be of any public limited company, Central or
State Government, quasi governmental and other financial
institutions/corporations, municipalities, etc.

The objectives of listing are mainly to:

provide liquidity to securities;

mobilize savings for economic development;

protect interest of investors by ensuring full disclosures.

BSE Guidelines for Listing:

The BSE Limited has a dedicated Listing Department to grant approval for
listing of securities of companies in accordance with the provisions of the
Securities Contracts (Regulation) Act, 1956, Securities Contracts
(Regulation) Rules, 1957, Companies Act, 1956, Guidelines issued by
SEBI and Rules, Bye-laws and Regulations of BSE.

BSE has set various guidelines and forms that need to be adhered to and
submitted by the companies. These guidelines will help companies to
expedite the fulfillment of the various formalities and disclosure
requirements that are required at various stages of

Public Issues
Initial Public Offering
Further Public Offering
Preferential Issues
Indian Depository Receipts
Amalgamation
Qualified Institutions Placements
securities listed on BSE has to comply with the listing
requirements prescribed by it. Some of the requirements are
as under:
[I] Minimum Listing Requirements for New Companies:
The following eligibility criteria have been prescribed effective August 1,
2006 for listing of companies on BSE, through Initial Public Offerings
(IPOs) & Follow-on Public Offerings (FPOs):

1.Companies have been classified as large cap companies and small cap
companies. A large cap company is a company with a minimum issue size
of Rs. 10 crore and market capitalization of not less than Rs. 25 crore. A
small cap company is a company other than a large cap company.

a)In respect of Large Cap Companies

I. The minimum post-issue paid-up capital of the applicant company

(hereinafter referred to as "the Company") shall be Rs. 3 crore; and
II. The minimum issue size shall be Rs. 10 crore; and
III. The minimum market capitalization of the Company shall be Rs. 25
crore (market capitalization shall be calculated by multiplying the
post-issue paid-up number of equity shares with the issue price).

b) In respect of Small Cap Companies

I. The minimum post-issue paid-up capital of the Company shall be Rs.

3 crore; and
II. The minimum issue size shall be Rs. 3 crore; and
III. The minimum market capitalization of the Company shall be Rs. 5
crore (market capitalization shall be calculated by multiplying the
post-issue paid-up number of equity shares with the issue price); and
IV. The minimum income/turnover of the Company shall be Rs. 3 crore in
each of the preceding three 12-months period; and
V. The minimum number of public shareholders after the issue shall be
1000.
VI. A due diligence study may be conducted by an independent team of
Chartered Accountants or Merchant Bankers appointed by BSE, the
cost of which will be borne by the company. The requirement of a due
diligence study may be waived if a financial institution or a scheduled
commercial bank has appraised the project in the preceding 12
months.

For all companies :

a) In respect of the requirement of paid-up capital and market

capitalization, the issuers shall be required to include in the
disclaimer clause forming a part of the offer document that in the
event of the market capitalization (product of issue price and the post
issue number of shares) requirement of BSE not being met, the
securities of the issuer would not be listed on BSE.
b) The applicant, promoters and/or group companies, shall not be in
default in compliance of the listing agreement.
c) The above eligibility criteria would be in addition to the conditions
prescribed under SEBI (Disclosure and Investor Protection)
Guidelines, 2000.
[II] Minimum Requirements for Companies Delisted by BSE
seeking Relisting on BSE
Companies delisted by BSE and seeking relisting at BSE are required to
make a fresh public offer and comply with the extant guidelines of SEBI
and BSE regarding initial public offerings.

[III] Permission to Use the Name of BSE in an Issuer

Company's Prospectus
Companies desiring to list their securities offered through a public issue are
required to obtain prior permission of BSE to use the name of BSE in their
prospectus or offer for sale documents before filing the same with the
concerned office of the Registrar of Companies.

BSE has a Listing Committee , comprising of market experts, which

decides upon the matter of granting permission to companies to use the
name of BSE in their prospectus/offer documents. This Committee
evaluates the promoters, company, project , financials, risk factors and
several other aspects before taking a decision in this regard.

Decision with regard to some types/sizes of companies has been delegated

to the Internal Committee of BSE.

[IV] Submission of Letter of Application

As per Section 73 of the Companies Act, 1956, a company seeking listing
of its securities on BSE is required to submit a Letter of Application to all
the stock exchanges where it proposes to have its securities listed before
filing the prospectus with the Registrar of Companies.
[V] Allotment of Securities:
As per the Listing Agreement, a company is required to complete the
allotment of securities offered to the public within 30 days of the date of
closure of the subscription list and approach the Designated Stock
Exchange for approval of the basis of allotment.
In case of Book Building issues, allotment shall be made not later than 15
days from the closure of the issue, failing which interest at the rate of 15%
shall be paid to the investors.

[VI] Trading Permission:

As per SEBI Guidelines, an issuer company should complete the
formalities for trading at all the stock exchanges where the securities are to
be listed within 7 working days of finalization of the basis of allotment.

A company should scrupulously adhere to the time limit specified in SEBI

(Disclosure and Investor Protection) Guidelines 2000 for allotment of all
securities and dispatch of allotment letters/share certificates/credit in
depository accounts and refund orders and for obtaining the listing
permissions of all the exchanges whose names are stated in its prospectus
or offer document. In the event of listing permission to a company being
denied by any stock exchange where it had applied for listing of its
securities, the company cannot proceed with the allotment of shares.
However, the company may file an appeal before SEBI under Section 22 of
the Securities Contracts (Regulation) Act, 1956.

[VII] Requirement of 1% Security:

Companies making public/rights issues are required to deposit 1% of the
issue amount with the Designated Stock Exchange before the issue opens.
This amount is liable to be forfeited in the event of the company not
resolving the complaints of investors regarding delay in sending refund
orders/share certificates, non-payment of commission to underwriters,
brokers, etc.

[VIII] Payment of Listing Fees:

All companies listed on BSE are required to pay to BSE the Annual Listing
Fees by 30th April of every financial year as per the Schedule of Listing
Fees prescribed from time to time.

Applicability:

The above schedule of Listing Fee is uniformly applicable for all companies
irrespective of whether BSE is the designated stock exchange or not.

Payment date:

The last date for payment of Listing Fee for the year 2011-12 is April 30,
2011. Failure to pay the Listing Fee (for equity debt segment and/or Mutual
Fund) by the due date will attract interest @ 12% per annum w.e.f. May 1,
2011.

Service tax:

Service Tax is payable on the listing fee at the applicable rates.

[IX] Compliance with the Listing Agreement:

Companies desirous of getting their securities listed at BSE are required to
enter into an agreement with BSE called the Listing Agreement, under
which they are required to make certain disclosures and perform certain
acts, failing which the company may face some disciplinary action,
including suspension/delisting of securities. As such, the Listing Agreement
is of great importance and is executed under the common seal of a
company. Under the Listing Agreement, a company undertakes, amongst
other things, to provide facilities for prompt transfer, registration, sub-
division and consolidation of securities; to give proper notice of closure of
transfer books and record dates, to forward 6 copies of unabridged Annual
Reports, Balance Sheets and Profit and Loss Accounts to BSE, to file
shareholding patterns and financial results on a quarterly basis;

to intimate promptly to the Exchange the happenings which are likely to

materially affect the financial performance of the Company and its stock
prices, to comply with the conditions of Corporate Governance, etc.

The Listing Department of BSE monitors the compliance by the companies

with the provisions of the Listing Agreement, especially with regard to
timely payment of annual listing fees, submission of results, shareholding
patterns and corporate governance reports on a quarterly basis . Penal
action is taken against the defaulting companies.

[X] Cash Management Services (CMS) - Collection of Listing

Fees:
In order to simplify the system of payment of listing fees, BSE has entered
into an arrangement with HDFC Bank for collection of listing fees from 141
locations all over the country.Details of the HDFC Bank branches are
available on our website site www.bseindia.com as well as on the HDFC
Bank website www.hdfcbank.com This facility is being provided free of
cost.
Companies intending to utilize this facility for payment of listing fee should
furnish the information (as mentioned below) in theCash Management
Cash Deposit Slip. These slips are available at all the HDFC Bank
branches

The cheque should be drawn in favour of BSE limited and should be

payable locally.companies are request to mention in the deposit slip, the
financial year(s) for which the listing fee is being paid. Payment made
through any other slips would not be considered. The above slips will have
to be filled in quadruplicate. One acknowledged copy would be provided to
the depositor by the HDFC Bank.
NSE guideliens of listing:
An Issuer has to take various steps prior to making an application for listing
its securities on the NSE. These steps are essential to ensure the
compliance of certain requirements by the Issuer before listing its securities
on the NSE. The various steps to be taken include:

(1) Submission of Memorandum and Articles of Association:

Rule 19(2) (a) of the Securities Contracts (Regulation) Rules, 1957 requires
that the Articles of Association of the Issuer wanting to list its securities
must contain provisions as given hereunder.

a) The Articles of Association of an Issuer shall contain the following

provisions namely:

b) that there shall be no forfeiture of unclaimed dividends before the claim

becomes barred by law;

c) that a common form of transfer shall be used;

d) that fully paid shares shall be free from all lien and that in the case of
partly paid shares the Issuer's lien shall be restricted to moneys called or
payable at a fixed time in respect of such shares;

e) that registration of transfer shall not be refused on the ground of the

transferor being either alone or jointly with any other person or persons
indebted to the Issuer on any account whatsoever;

f) that any amount paid up in advance of calls on any share may carry
interest but shall not in respect thereof confer a right to dividend or to
participate in profits;

g) that option or right to call of shares shall not be given to any person
except with the sanction of the Issuer in general meetings.
h) permission for Sub-Division/Consolidation of Share Certificate.

(2)Submission of Application:
(a)For Issuers listing on NSE for the first time
Issuers desiring to list existing/new securities on the NSE shall make
application for admission of their securities to dealings on the NSE in the
forms prescribed in this regard as per details given hereunder or in such
other form or forms as the Relevant Authority may from time to time
prescribe in addition thereto or in modification or substitution thereof.

Appendix 'A' - Clauses of Articles of Association.

Appendix 'B'- Application Letter for Listing.
Appendix 'C-1' - Listing Application providing pre-issue details of securities.
Appendix 'C-2' - Listing Application providing post-issue details of
securities.
Appendix 'D'- Checklist for supporting documents ( as applicable to the
issuer)
Appendix 'E' - Schedule of Distribution
Appendix 'F'- Listing Agreement

(b)Listing of further Issues by Issuers already listed on NSE:

Issuers whose securities are already listed on the NSE shall apply for
admission to listing on the NSE of any further issue of securities made by
them. The application for admission shall be made in the forms prescribed
in this regard or in such other form or forms as the Relevant Authority may
from time to time prescribe in addition thereto or in modification or
substitution thereof.

Appendix 'E' - Schedule of Distribution

Appendix 'G'- Application Letter for Listing of further issues.
Appendix 'H' - Listing Application providing details of securities.
Appendix 'I' - Checklist for supporting documents submitted (as applicable)
(c)Listing fees:The listing fee applicable from April 1, 2011 is as follows:

Particulars Amount (Rs.)

Initial Listing Fees 50,000

Annual Listing Fees (on paid-up share, bond

and/or debenture capital) 18,000
Upto Rs. 5 Crore

Above Rs. 5 Crore and upto Rs.10 Crores 31,500

Above Rs. 10 Crore and upto Rs.20 Crores 57,500

Above Rs. 20 Crore and upto Rs.30 Crores 90,000

Above Rs. 30 Crore and upto Rs.40 Crores 1,00,000

Above Rs. 40 Crore and upto Rs.50 Crores 1,05,000

Above Rs. 50 Crores and upto Rs.100 Crores 1,75,000

Above Rs. 100 Crore and upto Rs.150 Crores 2,00,000

Above Rs. 150 Crore and upto Rs.200 Crores 2,40,000

Above Rs. 200 Crore and upto Rs.250 Crores 2,75,000

Above Rs. 250 Crore and upto Rs.300 Crores 3,10,000

Above Rs. 300 Crore and upto Rs.350 Crores 3,40,000

Above Rs. 350 Crore and upto Rs.400 Crores 3,75,000

Above Rs. 400 Crore and upto Rs.450 Crores 4,35,000

Above Rs. 450 Crore and upto Rs.500 Crores 5,00,000

Companies which have a paid up share, bond and/or debenture and/or
debt capital, etc of more than Rs.500 crores will have to pay a minimum
fees of Rs.5,00,000/- and an additional listing fees of Rs.3,400/- for every
increase of Rs.5 crores or part thereof in the paid up share, bond and/
debenture and/or debt capital etc.

Companies which have a paid up share, bond and/or debenture and/or

debt capital, etc. of more than Rs.1,000 crores will have to pay minimum
fees of Rs.8,50,000/- and an additional listing fees of Rs.3,700/- for every
increase of Rs.5 crores or part thereof in the paid up share, bond and/or
debenture and/or debt capital etc.

The listing fees depend on the paid up share capital of the Company.

(d)Listing Fees - Mutual Fund

The listing fees depend on the paid up unit capital of your Scheme:

Particulars Amount (Rs.)

Initial Listing Fees -

Listing Fees where the tenure of the Scheme is upto six

months (based on the Unit capital of the Scheme in crores)

0-100 16,000

100-300 29,000

300-500 47,000

500-1000 78,000

Maximum fees 125,000

Where the tenure of the scheme is more than six months, the listing fee as
applicable for multiples of six months. as given in the above table shall be
levied.

Please draw your Cheques/Demand Drafts favouring National Stock

Exchange of India Limited payable at Mumbai.

(3) Security Deposit

(Payable only for new and fresh issues and only when NSE is the Regional
Stock Exchange)

The Relevant Authority shall not grant admission to dealings of securities of

an Issuer which is not listed or of any new (original or further) issue of
securities of an Issuer excepting Mutual Funds, which is listed on the NSE
unless the Issuer deposits and keeps deposited with the NSE (in cases
where the securities are offered for subscription, whether through the issue
of a prospectus, letter of offer or otherwise, and NSE is the Regional Stock
Exchange for the Issuer) an amount calculated at 1% of the amount of
securities offered for subscription to the public and or to the holders of
existing securities of the Issuer, as the case may be for ensuring
compliance by the Issuer within the prescribed or stipulated period of all
requirements and conditions hereinafter mentioned and shall be refundable
or forfeitable in the manner hereinafter stated:

1. The Issuer shall comply with all prevailing requirements of law

including all requirements of and under any notifications, directives
and guidelines issued by the Central Government, SEBI or any
statutory body or local authority or any body or authority acting under
the authority or direction of the Central Government and all prevailing
listing requirements and conditions of the NSE and of each
recognized Stock Exchange where the Issuer has applied for
permission for admission to dealings of the securities, within the
prescribed or stipulated period;
2. If the Issuer has complied with all the aforesaid requirements and
conditions including, wherever applicable, its obligation under Section
73 (or any statutory modification or re-enactment thereof) of the
Companies Act, 1956 and obligations arising therefrom, within the
prescribed or stipulated period, and on obtaining a No Objection
Certificate from SEBI and submitting it to NSE , NSE shall refund to
the Issuer the said deposit without interest within fifteen days from the
expiry of the prescribed or stipulated period;

3. If on expiry of the prescribed or stipulated period or the extended

period referred to hereafter, the Issuer has not complied with all the
aforesaid requirements and conditions, the said deposit shall be
forfeited by the NSE, at its discretion, and thereupon the same shall
vest in the NSE. Provided the forfeiture shall not release the Issuer of
its obligation to comply with the aforesaid requirements and
conditions;

4. If the Issuer is unable to complete compliance of the aforesaid

requirements and conditions within the prescribed or stipulated
period, the NSE, at its discretion and if the Issuer has shown
sufficient cause, but without prejudice to the obligations of the Issuer
under the laws in force to comply with any such requirements and
conditions within the prescribed or stipulated period, may not forfeit
the said deposit but may allow such further time to the Issuer as the
NSE may deem fit; provided that

a) the Issuer has at least ten days prior to expiry of the prescribed or
stipulated period applied in writing for extension of time to the NSE
stating the reasons for non-compliance, and
 b) the Issuer, having been allowed further time by the NSE, has before
expiry of the prescribed or stipulated period, published in a manner
required by the NSE, the fact of such extension having been allowed;
provided further that where the NSE has not allowed extension in
writing before expiry of the prescribed or stipulated period, the
request for extension shall be deemed to have been refused;
provided also that any such extension shall not release the Issuer of
its obligations to comply with the aforesaid requirements and
conditions.

c) 50% of the above mentioned security deposit should be paid to the

NSE in cash. The balance amount can be provided by way of a bank
guarantee, in the format prescribed by or acceptable to NSE. The
amount to be paid in cash is limited to Rs.3 crores.

(4)Supporting Documents

Issuers applying for admission of their securities to dealings on the NSE

shall submit to the NSE the following:

Documents and Information

The documents and information prescribed in Appendix D or
Appendix I (as the case may be) to this Regulation or such other
documents and information as the Relevant Authority may from time
to time prescribe, in addition thereto or in modification or substitution
thereof together with any other documents and information which the
Relevant Authority may require in any particular case;

Distribution Schedules
Distribution Schedules duly completed in respect of each class and
kind of security in the form prescribed in Appendix E (Table I, II & III)
to this Regulation or in such other form or forms as the Relevant
Authority may from time to time prescribe in addition thereto or in
modification or substitution thereof.