Agenda
Introduction Functions/Powers SEBI Regulations
Stock Brokers and Sub-Brokers Regulations Mutual Funds Prohibition of Insider Trading Foreign Institutional Investors
About SEBI
SEBI - Securities and Exchange Board of India Headquarters in Mumbai. Regional offices in New Delhi, Kolkata, Chennai and Ahmedabad SEBI has been setup under the SEBI Act 1992 to
Protect the interest of investors in securities Promote the development of securities market Regulate the securities market
History
Capital Issue Control Act 1947 repealed in 1992 SEBI was setup in April 1988 Attained statutory status in 1992 SEBI Act 1992 Amendments made in years 1995, 1999 and 2002 Security Appellate Tribunal (SAT)
Constitution
Present Body of members
Shri U K Sinha Shri Prashanth Saran Dr. Thomas Mathew Shri K. V. Jairath Shri Anand Sinha Shri Naved Masood Chairman, SEBI Whole Time member, SEBI Joint Secretary (Capital Markets) Member Member (Deputy Governor, RBI) Member (Secretary, Ministry of Corporate Affairs)
Shri Rajeev Kumar Aggarwal joins SEBI as a Whole time member - Nov 3rd, 2011
Constitution
Security Appellate Tribunal
Justice N K Sodhi Shri P K Malhotra Shri S. S. N Moorthy Presiding Officer Member Member
SEBI REGULATIONS
Stock Broker and Sub-Brokers Regulations Prohibition of Insider Trading Regulations Merchant Banker Regulations Portfolio Managers Regulations Underwriters Regulations Debenture Trustees Regulations Foreign Institutional Investors Regulations Custodian of Securities Regulations Mutual Funds Regulations Venture Capital Funds Regulations Buy-Back of securities Regulations Credit Rating Agencies Regulations Ombudsman Regulations Self-Regulatory Organization Regulations Central Listing Authority Regulations Central Database of Market Participants Regulations Substantial Acquisition of Shares and Takeovers Regulations
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Preamble
..to protect the interests of investors in securities and to promote the development of, and to regulate the securities market and for matters connected therewith or incidental thereto
Regulating business in stock exchange(s) and any other securities market(s) Registering and Regulating the working of stockbrokers, sub-brokers, bankers, custodian of securities, FIIs, credit rating agencies etc Registering and regulating the working of venture capital funds and collective investment schemes including mutual funds
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Promoting and regulating self regulatory organizations Prohibiting fraudulent and unfair trade practices relating to the securities market Promoting investors education and training of intermediaries of the securities market Prohibiting insider trading in securities Regulating substantial acquisition of shares and takeover of companies Calling for information from, undertaking inspection, conducting inquiries of stock exchanges, mutual funds, banks or any authorities/persons associated securities market
If SEBI has reasonable grounds to believe that a company has been indulging in fraudulent and unfair trade practices it can
Inspect any books, registers and other documents of the company Issue commissions for the examination of witnesses or documents
In the interests of investors, SEBI may take any of the following actions
Suspending the trading of any security in a recognized stock exchange Restrain persons from accessing stock exchange or any self-regulatory body Suspend any office-bearer of any stock-exchange from holding such a position Impound and retain the proceeds or securities in respect of any transaction which is under investigation Direct any intermediary/person in any manner not to dispose of an asset forming part of any transaction under investigation
DEFINITIONS
Stock Broker Member of a stock exchange Sub-Broker - any person not being a member of stock exchange who acts on behalf of a stock broker as an agent or otherwise for assisting the investors in buying, selling or dealing in securities through such stock brokers Small Investor - investor buying or selling securities on a cash transaction for a market value not exceeding rupees fifty thousand in aggregate on any day as shown in a contract note issued by the stock broker
REGISTRATION/CRITERIA
Registration for Stock Brokers
Application for grant of certificate shall be made through Form A through stock exchange and the same shall be forwarded to the Board not later than 30 days from the receipt of it. Furnishing information, clarification Consideration of the application (based on past experience, eligibility, infrastructure availability)
Criteria for determining a fit and proper person (Schedule II, SEBI Regulations, 2008)
Integrity, reputation and character Absence of convictions and restraint orders Competence including financial solvency and net-worth
REGISTRATION/CRITERIA
Registration of Sub-Brokers
An application by a sub-broker for the grant of a certificate shall be made in Form B along with a recommendation letter in Form C from a stock broker to the Board and the same shall be provided to the Board Eligibility criteria
>21 years of age has not been convicted of any offence involving fraud or dishonesty has at least passed 12th standard equivalent examination from an institution recognised by the Government the applicant is a fit and proper person (Schedule II, 2008) Adequate office space, manpower, equipment
OBLIGATIONS/RESPONSIBILITIES
Every Stock Broker shall keep and maintain the following books of account, records and documents
Register of transactions (Sauda Book) Clients ledger General ledger Journals Cash book Bank pass book Documents register containing particulars securities Members contract books Counterfoils of notes issued to clients Margin deposit book Registers of accounts of sub-brokers
Every stock broker shall intimate to the Board the place where the books of account, records and documents are maintained and they are to be maintained for a minimum period of 5 years
OBLIGATIONS/RESPONSIBILITIES
Every stock broker shall appoint a compliance officer who shall be responsible for monitoring the compliance of the Act, rules and regulations, notifications, guidelines, instructions, etc., issued by the Board or the Central Government and for redressal of investors grievances. The compliance officer shall immediately and independently report to the Board any non-compliance observed by him. The stock broker shall not deal with any person as a sub-broker unless such person has been granted certificate of registration by the Board
INVESTIGATION/INSPECTION
Where it appears to the Board so to do, it may appoint one or more persons as inspecting authority to undertake inspection of the books of account, other records and documents of the stock brokers for purposes namely
to ensure that the books of account and other books are being maintained in the manner required; that the provisions of the Act, rules, regulations and the provisions of the Securities Contracts (Regulation) Act, and the rules made thereunder are being complied with; to investigate into the complaints received from investors, other stock brokers, sub-brokers or any other person on any matter having a bearing on the activities of the stock brokers; and to investigate suo motu, in the interest of securities business or investors interest, into the affairs of the stock-broker.
OBLIGATIONS/RESPONSIBILITIES
Obligations of stock-broker on inspection by the Board
Duty of every director, proprietor, partner, officer and employee of the stock-broker, who is being inspected, to produce to the inspecting authority such books, accounts and other documents in his custody or control and furnish him with the statements and information relating to the transactions in securities market within such time as the said officer may require Stock-broker shall allow the inspecting authority to have reasonable access to the premises occupied by such stock-broker or by any other person on his behalf and also extend reasonable facility for examining any books, records, documents and computer data in the possession of the stock-broker Duty of every director, proprietor, partner, officer and employee of the stock broker to give to the inspecting authority all assistance in connection with the inspection, which the stock broker may reasonably be expected to give
PENALTIES
Procedure for action in case of default
Liability for monetary penalty for violations, namely
Failure to file any return with the Board Failure to furnish information to Board on asked for within 15 days Failure to maintain the books as per the regulations Failure to redress the grievances of the investors within 30 days Failure to deliver any security or make payment of the amount due to the investor within 48 hours of the settlement of trade unless the client has agreed in writing otherwise Charging of excess brokerage fees Procuring and publishing price sensitive information Indulging in fraudulent and unfair trade practices relating to securities Failure to segregate his own funds or securities from the clients funds or securities or using the securities or funds of the client for his own purpose Failure to seek prior permission of the Board in case of any change in its status and constitution
A sub-broker shall co-operate with his broker in comparing unmatched transactions A sub-broker shall extend fullest co-operation to his stockbroker in protecting the interests of their clients regarding their rights to dividends, right or bonus shares, or any other rights relatable to such securities A sub-broker shall not fail to carry out his stockbroking transactions with his broker nor shall he fail to meet his business liabilities or show negligence in completing the settlement of transactions with them A stock-broker shall not advertise his business publicly unless permitted by the stock exchange A stock-broker shall not resort to unfair means of inducing clients from other brokers
Jobbing transactions which have not been taken on behalf of clients 1/200th % of such transaction Transactions related to Govt. Securities 1/1000th % of the turnover Carry forward, renewal or badlaa transactions 1/100th % of turnover
DEFINTIONS
Mutual Fund - fund established in the form of a trust to raise monies through the sale of units to the public or a section of the public under one or more schemes for investing in securities including money market instruments or gold or gold related instruments or real estate assets Open ended Scheme - scheme of a mutual fund which offers units for sale without specifying any duration for redemption Close ended Scheme - mutual fund in which the period of maturity of the scheme is specified Fund of funds scheme - mutual fund scheme that invests primarily in other schemes of the same mutual fund or other mutual funds Capital Protection Oriented Scheme - mutual fund scheme which is designated as such and, which endeavours to protect the capital invested therein through suitable orientation of its portfolio structure
REGISTRATION/ELIGIBILITY
Registration of mutual fund
application for registration of a mutual fund shall be made to the Board in Form A by the sponsor
Eligibility Criteria
should have a sound track record and general reputation of fairness and integrity in all his business transactions in the case of an existing mutual fund, such fund is in the form of a trust and the trust deed has been approved by the Board the sponsor or any of its directors or the principal officer to be employed by the mutual fund should not have been guilty of fraud or has not been convicted of an offence appointment of trustees to act as trustees for the mutual fund in accordance with the provisions of the regulation appointment of asset management company to manage the mutual fund and operate the scheme of such funds in accordance with the provisions of these regulations appointment of custodian in order to keep custody of the securities or gold and gold related instrument or other assets of the mutual fund
Example
Sundaram Mutual Fund Sponsor: Sundaram Finance Limited Trustee Company: Sundaram Trustee Company Ltd Trustees: Mr R Rajamani - Director Mr. S. Viji - Director Mr.K V Ramanathan Chairman Asset Management Company: Sundaram Asset Management Company Limited Custodian: HDFC Bank Standard Chartered Bank Auditors: M/s Brahmayya & Co, Chartered Accountants M/s Sundaram & Srinivasan, Chartered Accoutants
TRUSTEES
Trustees
All Mutual funds should appoint trustees who are persons of ability, integrity and standing. Two-thirds of the trustees shall be independent persons and shall not be associated with the sponsors or be associated with them in any manner whatsoever No trustee shall initially or any time thereafter be appointed without prior approval of the Board The existing trustees of any mutual fund may form a trustee company to act as a trustee with the prior approval of the Board
RIGHTS/OBLIGATIONS
Rights and obligations of the trustees
Shall ensure that asset management company has all systems in place, appointed key personnel including auditors, compliance officer and registrar Shall ensure that the asset management company has been diligent in its operations and has not given any undue attention to any particular client Shall ensure that the asset management company has been managing the mutual fund schemes independently of other activities and have taken adequate steps to ensure that the interest of investors of one scheme are not being compromised with those of any other scheme Shall inform the board of any misconduct in business of the mutual fund Shall quarterly review all transactions carried out between the mutual funds, asset management company and its associates
RIGHTS/OBLIGATIONS
Rights and obligations of the trustees
Shall quarterly review the networth of the asset management company shall ensure that there is no conflict of interest between the manner of deployment of its networth by the asset management company and the interest of the unit- holders shall periodically review the investor complaints received and the redressal of the same by the asset management company The trustees shall furnish to the Board on a half-yearly basis
a report on the activities of the mutual fund a certificate stating that the trustees have satisfied themselves that there have been no instances of self-dealing or front running by any of the trustees, directors and key personnel of the asset management company a certificate to the effect that the asset management company has been managing the schemes independently of any other activities
OBLIGATIONS OF AMC
Shall take all reasonable steps and exercise due diligence to ensure that the investment of funds pertaining to any scheme is not contrary to the provisions of these regulations and the trust deed shall submit to the trustees quarterly reports of each year on its activities and the compliance with these regulations The fund managers shall ensure that the funds of the schemes are invested to achieve the objectives of the scheme and in the interest of the unit holders Shall not purchase or sell securities through any broker which is average of 5 per cent or more of the aggregate purchases and sale of securities made by the mutual fund in all its schemes until unless justified to the trustees and the board Shall file with the board and the trustees
Detailed bio-data of all of its directors and any change in the list every six months Quarterly report justifying the purchase/sale of securities by the mutual fund
Money collected under any money market scheme of a mutual fund shall be invested only in money market instruments. Same holds for gold exchange traded fund or real estate mutual fund
VALUATION OF INVESTMENTS
Net Asset Value = net assets of the scheme by the number of units outstanding on the valuation date Shall be calculated and published at least in two daily newspapers at intervals of not exceeding one week .(for closed scheme, it has to be published everyday) Repurchase price is not lower than 93% of NAV and not higher than 107% of NAV.
GENERAL OBLIGATIONS
Maintain proper books of account and records minimum of eight years Limitation on expenses - The total expenses of the scheme excluding issue or redemption expenses, but including the investment management and advisory fee shall be subject to the following limits
On the first Rs.100 crores of the average weekly net assets 2.5%; On the next Rs.300 crores of the average weekly net assets 2.25%; On the next Rs.300 crores of the average weekly net assets 2.0%; On the balance of the assets 1.75%
GENERAL OBLIGATIONS
A mutual fund may declare dividends in accordance with the offer document and subject to such Guidelines as may be specified by the Board Has to despatch to the unitholders the dividend warrants within 30 days of the declaration of the dividend Every mutual fund or the asset management company shall prepare in respect of each financial year an annual report and annual statement of accounts of the schemes Every mutual fund shall have the annual statement of accounts audited by an auditor who is not in any way associated with the auditor of the asset management company and the auditor will be appointed by the trustees
DEFINITIONS
Insider person connected with a company or is deemed to have been connected with the company and is reasonably expected to have access to unpublished sensitive information in respect of securities of a company or has received such unpublished price sensitive information No company shall deal in the securities of another company or associate of that other company while in possession of any unpublished price sensitive information. No insider shall
either on his own behalf or on behalf of any other person, deal in securities of a company listed on any stock exchange communicate [or] counsel or procure directly or indirectly any unpublished price sensitive information to any person who while in possession of such unpublished price sensitive information shall not deal in securities
REGULATIONS
In a proceeding against a company in respect of regulation 3A, it shall be a defence to prove that it entered into a transaction in the securities of a listed company when the unpublished price sensitive information was in the possession of an officer or employee of the company, if :
the decision to enter into the transaction or agreement was taken on its behalf by a person or persons other than that officer or employee; and such company has put in place such systems and procedures which demarcate the activities of the company in such a way that the person who enters into transaction in securities on behalf of the company cannot have access to information which is in possession of other officer or employee of the company; and it had in operation at that time, arrangements that could reasonably be expected to ensure that the information was not communicated to the person or persons who made the decision and that no advice with respect to the transactions or agreement was given to that person or any of those persons by that officer or employee; and the information was not so communicated and no such advice was so given.
OBLIGATIONS OF INSIDER
If the Board suspects any violation of the provisions of the regulations
Board may appoint officers to inspect books/records of insiders It can investigate and inspect books/records/documents of insiders
POLICY OF DISCLOSURE
Policy on disclosures and internal procedure for prevention of insider trading
All entities shall abide by the regulations provided by SEBI Initial and Continual Disclosure Any person who is a director or officer of a listed company shall disclose to the company the number of shares or voting rights held and positions taken in derivatives by such person and his dependents (as defined by the company), within two working days of becoming a director or officer of the company Any person who holds more than 5% shares or voting rights in any listed company shall disclose to the company the number of shares or voting rights held by such person, on becoming such holder, within (2 working days of)
the receipt of intimation of allotment of shares (or) the acquisition of shares or voting rights, as the case may be
DEFINITIONS
Foreign Institutional Investor- an institution established or incorporated outside India which proposes to make investment in India in securities Domestic custodian- includes any person carrying on the activity of providing custodial services in respect of securities Sub-account - includes those foreign corporates, foreign individuals, and institutions, funds or portfolios established or incorporated outside India on whose behalf investments are proposed to be made in India by an FII
REGISTRATION
An application for the grant of certificate shall be made to the Board in Form A Needs to furnish requisite information for granting the certificate The applicant's track record, professional competence, financial soundness, experience, general reputation of fairness and integrity will be checked for Whether the applicant is regulated by an appropriate foreign regulatory authority Permission granted by the Foreign Exchange Regulation Act, 1973 by the RBI for making investments in India as an FII
REGISTRATION
Board checks whether the applicant is (should be in legal existence for at least 5 years)
an institution established or incorporated outside India as a pension fund, mutual fund, investment trust, insurance company or reinsurance company an International or Multilateral Organisation or an agency thereof or a Foreign Governmental Agency, Sovereign Wealth Fund or a Foreign Central Bank an asset management company, investment manager or advisor bank or institutional portfolio manager established or incorporated outside India a trustee of a trust established outside India and proposing to make investments in India on behalf of broad based funds and its proprietary funds university fund, endowments, foundations or charitable trusts or charitable societies
REGISTRATION
Foreign Institutional Investor
Shall abide by all provisions of the regulations set by the board Shall intimate the board regarding any changes in information already provided to the board Shall appoint a domestic custodian Shall obtain the registration of the sub-account under the regulations
PAYMENT OF FEES
Registration Fee - $10,000 $ 10,000 fee after registration for every three years Sub account registration - $ 2000 $ 2000 fee after sub-account registration for every three years
CODE OF CONDUCT
FII and its key personnel shall observe high standards of integrity, fairness and professionalism in all dealings in the Indian securities market with intermediaries, regulatory and other government authorities. FII shall, at all times, render high standards of service, exercise due diligence and independent professional judgment. FII shall ensure and maintain confidentiality in respect of trades done on its own behalf and/or on behalf of its subaccounts/clients. FII shall ensure the following:
clear segregation of its own money/securities and sub-accounts money/securities. Arms length relationship between its business of fund management/ investment and its other business.
FII shall maintain an appropriate level of knowledge and competency and abide by the provisions of the Act, regulations made thereunder and the circulars and guidelines, which may be applicable and relevant to the activities carried on by it.
CODE OF CONDUCT
FII shall not make any untrue statement or suppress any material fact in any documents, reports or information furnished to the Board FII shall ensure that good corporate policies and corporate governance are observed by it FII shall ensure that it does not engage in fraudulent and manipulative transactions in the securities listed in any stock exchange in India FII or any of its directors or manager shall not, either through its/his own account or through any associate or family members, relatives or friends indulge in any insider trading FII shall not be a party to or instrumental for
creation of false market in securities listed or proposed to be listed in any stock exchange in India price rigging or manipulation of prices of securities listed or proposed to be listed in any stock exchange in India; passing of price sensitive information to any person or intermediary in the securities market.
REFERENCES
Khan, M. Y. (2011). Indian Financial System. Tata McGraw Hill Education Private Limited www.sebi.gov.in