CORPORATE SECURITIES LAW

CLASS PRESENTATION 3
TOPIC- LISTING OBLIGATION DISCLOSURE REQUIREMENTS, 2015

MANVESH VATS
SEBI REGULATIONS

SEBI on September 2,2015 issued SEBI LODR, 2015(listing regulations) with the aim to
consolidate and streamline the provisions of existing listing agreements of different segments
of capital market such as equity shares, non-convertible debt structures etc and disclosure
norms in relation to better enforceability regulation effective after 90 days from date of
notification. 1 Dec, 2015

Corporate governance

Corporate governance is combination of rules, process or law by which business are operated
regulated and controlled.

LODR Regulations in relation to corporate governance

The state holder of company deals with corporate governance matters in daily phase of life
but they fall problem due to non-compliance with requirements, 2018 rules was suggested by
kodak committee for proper control and functionality regulation of company

SEBI LODR Regulation and Corporate Governance

• Internal fraud
• Misusing funds by shareholder
• Transparency, legal compliance, responsiveness

Four essential pillars of governance government

 Accountability: it means to accept all the liabilities that come from default made by
any person himself, not making excuse
 Transparency: Hide nothing from another person and disclose whenever its
necessary to prevent fraud of any kind
 Responsibility: every person has to work as per the task given to him and does not
neglect his duty
  Fairness: everyone must be treated equally while disturbing share and while provide
information there should not be any kind of disparity between.

MAIN KEY HIGHLIGHTS OF NEW REGULATIONS:

 Laying down principles governing disclosures and obligations of the listed entities
and their Compliance Officers.
 Providing common obligations applicable to all listed entities.
 Providing obligations which are applicable to specific types of securities.
 Streamlining and segregation of initial issuance / listing obligations.
 Registration with SEBI SCORES.
 Prior Intimation of the company’s fund raising events.
 Ensuring uniformity in timelines for rendering intimations to Exchange

CASE NAME: Satyam Computer Services vs. Securities Exchange Board of India.
Decided on September 2014.

FACTS OF THE CASE:

 Satyam Computer Services was a corporate scam that occurred in India in 2009.The
Ex-managing Director, Ex- Vice President Finance and Ex- Head (Internal Audit)
falsified the books of accounts and misstated the financials of Satyam Computer
Services thus portraying a false picture of its published Quarterly or Annual Returns.

 The Ex- officials of Satyam sued up deals with fictitious clients and introduced over
7000 fake invoices into the computer systems. It reported sales of over INR 5200
crores after years of manipulation. (Year 2008-09); real figures amounted to INR
4100 crores;

 Issued false certification, made various false announcements and press releases on the
misstated financial position of the company;

JUDGEMENT: SEBI restrained Ex- Officials of the company from assessing the capital
markets for a period of 14 years. Further they were required to disgorge the wrongful gains
made by them to the extent of nearly INR 1850 crores with an interest at the rate of 12 per
cent. Per annum from January, 2009 till the date of payment.