UNIVERSITY OF MUMBAI

PROJECT REPORT ON
“A STUDY ON RULES AND REGULATIONS OF SECURITY EXCHANGE BOARD OF
INDIA (SEBI) TO MAINTAIN HEALTHY ENVIRONMENT IN SECURITY MARKET”

TYBAF -SEMESTER-VI

Submitted
In Partial Fulfillment of the requirements

For the Award of Degree of

Bachelor of Commerce in Accounts and Finance

By

MR. MANPREET SINGH SAINI

T.Y BAF SEM VI

2018-2019

UNDER THE GUIDANCE OF

PROF. SULAKSHANA BAGWE

WESTERN COLLEGE OF COMMERCE, SANPADA

1
 Vishweshwar Education Society’s

WESTERN COLLEGE OF COMMERCE & BUSINESS

MANAGEMENT

Plot No 2, Sector-9, Sanpada, Navi Mumbai-400705

CERTIFICATE
This is to certify that Mr. Manpreet Singh Saini of TY BAF has undertaken
And completed the project work titled A Study on Rules and Regulations of
Security Exchange Board of India (SEBI) to maintain healthy environment
in Security Market During the academic year 2018-19 under the guidance of
Mr. /Ms. SULAKSHANA BAGWE submitted on to
This college is fulfillment of the curriculum of Bachelor of Commerce in
Accounts & finance, University of Mumbai.

Project Guide BAF HOD Principal External Examiner

Date:-
2
 DECLARATION

I the undersigned MANPREET SINGH SAINI here by, declare that the
work embodied in this project work title “
“A STUDY ON RULES AND REGULATIONS OF SECURITY EXCHANGE BOARD OF
INDIA (SEBI) TO MAINTAIN HEALTHY ENVIRONMENT IN SECURITY MARKET”
forms my own contribution to my research work carried out under the
guidance of PROF.SULAKSHANA BAGWE Is a result of my own
research work and had not been previously submitted to any other
university for any degree/diploma to this or any other university.
Wherever reference had been made to previous works of others, it has
been clearly as such and included in the bibliography.

I, hereby further declare that all information of this document has been
obtained presented in accordance with academic rules and ethical
conduct.

Name and Signature of the learner

Certified By
PROF.SULAKSHANA BAGWE

Name and signature of the guiding teacher.

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 ACKNOWLEDGEMENT

I would like to acknowledge the following as being idealistic channels and

fresh dimensions in the completion of this project.
I take this opportunity to thank the University of Mumbai for giving me
chance to do this project.
I would like to thank my Principal, Dr. SUSY KOREKOSE, for providing the
necessary facilities required for completion of this project.
I take this opportunity to thank our Coordinator, MISS.SULAKSHANA
BAGWE for his moral support and guidance.
I would also like to express my sincere gratitude towards my project guide
MISS.SULAKSHANA BAGWE whose guidance and care made this project
successful.
I would like to thank my college Library, for having providing various
reference books and magazines related to my project.
Lastly I would like to thank each and every person directly or indirectly helped me
in the completion of the project especially my Parents and Peers who supported me
throughout my project.

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 INDEX

SR NO. DESCRIPTION PAGE NO.

1. CHAPTER-1
6
INTRODUCTION
7-11
1.1 Abstract \Executive Summary 12
1.2 Purpose /Objective of the study 13
1.3 Scope and Limitation 14
1.4 Advantages /Disadvantages of my study

2. CHAPTER-2

LITERATURE REVIEW 15

2.1 About SEBI 16-17

2.2 Function And Responsibilities 18-19
2.3 SEBI’s Powers 20
2.4 Major Achievements 21

3. CHAPTER-3
22
SEBI AND INSIDER TRADING
23-26
3.1 Meaning Of Term Insider 27
3.2 Penalties for committing Insider Trading 28-43
3.3 Case Laws related to insider trading

4. CHAPTER-4
44
RESEARCH DESIGN
45
4.1 Type of Research 46
4.2 Research Method 47-48
4.3 Type of data 49-50
4.4 Sample Method 51-54
4.5 Data collection

5. CHAPTER-5 55-58
Findings, Conclusion & Recommendations

6. BIBLOGRAPHY 59-60

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 CHAPTER-1
INTRODUCTION

6
 1.1 Abstract \Executive Summary

My topic name is “A Study on Rules and Regulations of Security Exchange Board of India
(SEBI) to maintain healthy environment in Security Market”. I have selected this topic as now
days our economy is moving towards more use of plastic money and a large portion of our
society is now interested as well as investing their part of income in Securities such as Shares,
Debentures, Bonds and Derivatives. As earlier a large part of society is interested in only Fixed
or else Term Deposits investments with the banking system. But now days Indian Society is
much more open to Security Market. A large part of Indian society invest their savings in
security market but few portion of the society still prevail who still invest their savings into
Fixed Deposits or else Term Deposit with the bank. This is because they afraid of leverage and
does not have proper information regarding the Stock / Security Market.

I have selected this topic to understand and study rules and regulations of regulatory
department of Security market i.e. SEBI. SEBI is a regulatory organization that look after or
regulates the Stock or else Security market in India. Who also insure free and fair trade practices.

Our Indian security market provide with varieties of securities/investments options. Few
securities/investment options are stated below.

-Shares

-Debentures

-Bonds

-Derivatives

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 Shares

A part or portion of a large amount which is divided among a number of people or to which a
number of people contributes. The act defines a share as a share within the share capital of the
corporate and includes stock.

A unit of possession that represents associate equal proportion of a company’s capital. It entitles
its holder (the Shareholder) to an equal claim on the company’s profit and an equal obligation for
the company’s debt and losses.

Types of Shares
As per the companies Act a company can issue two types of shares; preference share and equity
shares.

Preference share:- According to section 43 of The Companies Act 2013, a preference share is
one which carries the preferential rights to dividend to be paid either fixed as a fixed amount
payable to preference shareholders or an amount calculated by a fixed rate of the nominal value
of shares before any dividend is paid to equity shareholder.

Equity Shares/Ordinary Shares:- According to Section 43 of the Companies Act 2013,

Associate in Nursing equity share may be a share that isn't a preference share. In other words,
share which do not enjoy any preferential rights in the payment of Divided or repayment of
capital.

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 Debentures

The word Debenture itself may be a derivation of the Latin word ‘Debere’ which suggests to
borrow or loan. Debentures are written instrument of debt that companies issue under their
common seal. They are similar to a loan certificate.

Debentures are issue to the public as a contract of repayment of money borrowed from them.
These debentures are for a fixed period of time. Debentures are having fixed interest rate.
Debentures are literally the foremost common means for giant firms to borrow cash.

Bonds

Bonds can be defined as the negotiable instrument, issued in relation of borrowing that indicates
indebtedness. It is an unsecured debt instrument. The issuer of bond can be a municipal
corporation, government or company.

Types of Bonds

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 - Fixed rate bond: Bonds which carries a constant or else fixed rate of coupon.

- Floating Rate Bond: Floating rate bonds are those bonds on which the interest rate is not
specified.

- Zero Coupon Bond: The bonds which do not get periodic interest payment are called as
Zero Coupon Bond.

- Deep Discount Bond: A type of zero coupon bonds which are offered at a discount is
known as Deep Discount Bond.

-Convertible Bonds: Bonds that gives the holder the right to convert them into equity at a
fixed conversion price are called convertible bonds.

-Bearer Bonds: A negotiable certificate issued to the holder without recording the name, is
called Bearer Bond.

-Option Bonds: It consists of cumulative and non-cumulative bonds in which interest is

payable on regular intervals or at maturity.

-Inflations Bonds: The bond in which coupon is adjusted for inflation, so as to insure that the
return is provided to the investors, which is free from the effect of inflation.

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 Derivatives

Derivatives are financial contracts whose value is derived from the underlying asset. They are
complex financial instruments that are used for various purposes, including hedging and getting
access to assets or markets.

Types of Derivatives

- Forward and Futures: They are financial contracts that obligate the contract’s
buyer to purchase an asset at a pre-agreed price on a specified future date.

- Options: They provide the client of the contracts the correct however not the duty to
get or sell the underlying quality at a planned worth.

- Swaps: Derivatives contract that allow the exchange of cash flows between two
parties. The swaps usually involve the exchange of fixed cash flows for getting cash
flows. The most popular types of Swaps are interest rate swaps, commodity swaps
and currency swaps.

The major part which I have cover in this study is related to rules and regulations of SEBI
to prevent fraud in security market or else to maintain healthy environment and free and
fair trade practices. I have taken examples of Mischief which can take place in security
market i.e. Insider Trading. I have also taken few case studies relating to insider trading
and action taken by the department of SEBI so that to avoid such mischief in future.

1.2 Purpose /Objective of the study

11
Below stated are purposes/objectives of my study:

1. To understand the SEBI functions.

2. To understand functioning of SEBI.

3. To understand responsibility of SEBI.

4. To know what insider trading actually is.

5. Steps taken up by SEBI to maintain healthy environment in Stock

Exchange/Security Market.

1.3 Scope and Limitations

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-Scope of my study:

My study covers the area such as SEBI rules and regulations, SEBI powers, achievements
of SEBI, Meaning of the term Insider Trading, Penalties related to insider trading and few
case Laws related to Insider Trading.

-Limitations of my study:

Limitations related to my study are as follows:

1. The data which I have collected for my study is consists of all secondary data.
2. My study does not have any hypothecations.
3. A general public survey is not applicable for my study.
4. As no survey is conducted due to which my study does not have any questionnaire
and respondents.

1.4 Advantages/Disadvantages of my Study

 Advantages
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 1. This study helps me to understand SEBI Regulations and functions.
2. Awareness about Insider Trading.
3. Learn new concepts such as Trading and Investing in Securities.
4. Gain knowledge about how insider trading takes place.

 Disadvantages

1. Study prohibits collection of data from SEBI officers.

2. Study fully based on secondary data.

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 CHAPTER-2
LITERATURE REVIEW

2.1 About SEBI

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The Securities and Exchange Board of India (Asian country) (SEBI) is that the regulator for the
stock exchange in India. It was established in 1988 and given statutory powers on 30 Jan 1992
through the SEBI Act, 1992.

History of SEBI

Securities and exchange Board of Bharat (SEBI) was initial established within the year 1988 as a
non-statutory body for regulation the stock exchange. It became an autonomous body by The
Government of India (GOI) on 12 May 1992 and given statutory powers in 1992 with SEBI Act
1992 which is being passed by the Indian Parliament. SEBI has its headquarters at the business
district of Bandra Kurla Complex in Mumbai, and has Northern, Eastern, Southern and Western
Regional Offices in New Delhi, Kolkata, Chennai and Ahmadabad respectively. It has opened
native offices at jaipur and metropolis.

Controller of Capital problems was the administrative body before SEBI came into existence. It
derived authority from the Capital problems (Control) Act, 1947.

Initially SEBI was a non statutory body with none statutory power. However, within the year
1992 the SEBI was given further statutory power by the government of India (Asian Country)
through a change to the Securities and Exchange Board of India Act, 1992. In Apr 1988 the
SEBI was well-grooved because the regulator of capital markets in India underneath a resolution
of the government of India. The SEBI is managed by its members that consist of following:

1. The chairman who is nominated by Union Government of India.

2. Two members i.e. Officers from Union Finance Ministry.

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 3. One member from the Reserve Bank of India.

4. The remaining five members are nominated by Union Government of India out of them at
least three shall be whole-time members.

2.2 Function And Responsibilities

The Preamble of the Securities and Exchange Board of India Act 1992, describes the basic
functions of the Securities and Exchange Board of India as "to protect the interests of investors
17
in securities and to push the event of, and to regulate the securities market and for matters
connected there with or incidental there to".

SEBI has to be responsive to the needs of three groups, which

constitute the market:

1. Issuers of securities
2. investors
3. market intermediaries

SEBI has three functions rolled into one body:

Quasi-legislative- To Drafts regulations.

Quasi-judicial - To pass rulings and orders.

Quasi-executive- To conducts investigation and enforcement action.

This makes SEBI very powerful.

Appeal Process to create accountability

There is an appeal process to create accountability which is bifurcated into following parts.

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There is a Securities Appellate Tribunal which is a three-member tribunal and is headed by
Justice J.P Devadhar (Bombay High Court).

A second appeal lies directly to the Supreme Court. SEBI has taken a very proactive role in
streamlining disclosure requirements to international standards.

2.3 SEBI’s Powers

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For the discharge of SEBI functions efficiently, SEBI has been vested with the
following powers:

 To approve by−laws of Securities exchanges.

 To require the Securities exchange to amend their by−laws.
 Inspect the books of accounts and call for periodical returns from recognized Securities
exchanges.
 Inspect the books of accounts of financial intermediaries.
 Compel certain companies to list their shares in one or more Securities exchanges.
 Registration of Brokers and sub-brokers
 There are two types of brokers:
 -Discount brokers
 -Merchant brokers

 SEBI committees.
 Technical Advisory Committee.
 Committee for review of structure of market infrastructure institutions.
 Advisory Committee for the SEBI Investor Protection and Education Fund.
 Takeover Regulations Advisory Committee.
 Primary Market Advisory Committee (PMAC).
 Secondary Market Advisory Committee (SMAC).
 Mutual Fund Advisory Committee.
 Corporate Bonds & Securitization Advisory Committee.
 Eliminate mal practices in security market.

2.4 Major Achievements

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SEBI has enjoyed success as a regulator by pushing systematic reforms sharply and in turn. SEBI
is attributable for fast movement towards creating the markets electronic and paperless by
introducing T+5 rolling cycle from July 2001 and T+3 in Apr 2002 and additional to T+2 in
April 2003. The rolling cycle of T+2 suggests that, Settlement is done in 2 days after Trade date.

SEBI has been active in setting up the regulations as required under the law. SEBI did away with
physical certificates that were susceptible to the communicating delays, thievery and forgery,
aside from creating the settlement method slow and cumbersome by passing Depositories Act,
1996.

SEBI has additionally been instrumental in taking fast and effective steps in light-weight of the
worldwide meltdown and also the Satyam collapse.

In October 2011, it increased the extent and amount of disclosures to be created by Indian
company promoters. In light-weight of the worldwide meltdown, it liberalised the takeover code
to facilitate investments by removing restrictive structures. In one such move, SEBI has
increased the application limit for retail investors to Rs 2, 00,000 from Rs 1, 00,000 at present.

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 CHAPTER-3
SEBI AND INSIDER TRADING

3.1 Meaning of Term Insider

Insider trading is that the shopping for or mercantilism of a security by somebody who has
access to material personal data regarding the safety. Insider trading will be criminal or legal
22
betting on once the business executive makes the trade. It is criminal once the fabric data
remains personal.

 Meaning of the term ‘Insider’

The term ‘insider’ has been defined under Regulation 2(e) of SEBI (Prohibition of Insider
Trading) Regulations, 1992. Basically, the term ‘insider’ can be classified into three broad
categories, which are:

1. Persons who are connected to the company,

2. Persons who were connected with the company,
3. Persons who are deemed to be connected to the company.

In order to become an insider a person has to fulfil three elements, i.e.

 The person should be a natural person or legal entity;

 The person should be connected person or deemed to be connected;
 Acquisition of the unpublished price sensitive information by virtue of such connection.

 Meaning of Insider Trading as per SEBI

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An insider is a connected person who is connected to the company directly or indirectly with the
company.

The term ‘connected person’ is a vital idea for outlining the charge of trading. It represents
someone may be a director of a listed company or is a political candidate or Associate in Nursing
worker of a listed company.

Connected persons have access to the unpublished price sensitive information of the company. It
additionally includes someone has been connected to the corporate before six months to the
implementation of trading rules.

There are various regulations under SEBI Regulations, 1992 that defines the term ‘connected
persons’. They are as follows:

Regulation 2(h)(I)- An officer or employee of the same company under subsection(1b) of

Section 370(1b) or subsection (11) of Section 372 of the Companies Act, 1956 or subsection (g)
of Section 2 of the MRTP Act,1969.

Regulation 2(h) (IV) - a member of the board of directors

Regulation 2(h) (v) - an official or an employee of a self-regulatory organisation

Regulation 2(h) (VI) - any relative of any of the aforementioned persons

Regulation 2(h) (viii) - a relative of the connected person

Regulation 2(h) (ix) - a concern, firm, trust, Hindu undivided family

 Meaning of Unpublished price sensitive information

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Unpublished price sensitive information means any information which refers to the internal
matters of the company and ordinarily it is not disclosed by the company in the regular course of
the business. This information is not disclosed to the public at large. This type of information is
only available with the higher officials of the company. Such information is really crucial for the
organization and it’s really important as well as crucial that such information should be kept until
the organization is at its comfort zone to let the public know about it.

Insider Trading and the Securities Exchange Board of India

Insider commerce in Asian nation is largely determined by SEBI laws that govern the entire
trading in national exchange or metropolis exchange.

The main aim of this law is to ensure traders that no one is gained by trading on ‘insider’ or
‘unpublished’ information (information that is not made public).

Insider mercantilism laws area unit found in developed countries wherever robust trading laws
area unit adopted. Another aim of this law is to create the data accessible to all or any the
participants. The social control of trading laws will increase the market liquidity and reduces the
price of equity.

The main aim of state within the enactment of trading laws is that each one the participants
within the market have identical info. When the Indian economy was liberalized and security
market was hospitable foreign institutional investors, common investors aim to urge fast returns
briefly irrespective of the amount of time.

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In India, SEBI (Insider Trading) Regulation, 1992 framed under the Section 11 of the SEBI Act,
1992 intends to curb and prevent the presence of insider trading in securities. An insider is a
person who is an accepted member of a group or organization. Who has special knowledge
regarding his firm. The knowledge of which will harm the interest of the society.

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 3.2 Penalties for committing Insider Trading

The penalties and punishments for committing insider trading have been defined under Chapter
IV-A of the SEBI Act. The penalties have been discussed below according to the SEBI
(Amendment) Act, 2002.

 Section 15G (i) – If an insider either on its own or on behalf of any

person has deal on behalf of his company any unpublished information
then he may be fined with RS. 25 crores or 3 times the profit made,
whichever is higher.

 Section 15G (ii) – If an insider has given any price sensitive

information then he may be fined up to RS. 25 crores or 3 times the profit
made.

 Section 15G (iii) – If an insider has procured any other person to deal
in securities of any corporate on basis of published information then he
may be fined up to RS. 25 crores or 3 times the profit made whichever is
higher.

3.3 Case Laws related to insider trading

27
There is really few case of Insider Trading in India. Out of all those respective cases I have
selected few of them.

I have taken three companies case laws related to Insider Trading and that are

 Hindustan Lever Limited v. SEBI (1996)

 TISCO case (1992)
 DSQ Holdings Ltd. v. SEBI (1994)

There are very less case of Insider Trading India due to strict regulations, rules and
working of SEBI. The other reason of less cases of insider trading in India is of rate of
investigation of insider trading lower in India.

 Why is the rate of investigation of insider trading lower in India?

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Over the last 20 years, Indian markets are criticized as a result of the failure to analyze and
prosecute the guilty person. Even if the person is caught the punishment and penalty is so low
that the regulations have lost its effects.

The reason behind the low rate of successful investigation and convictions
could be due to these factors which are discussed below:

SEBI was solely recently granted the ability to require phone records of
suspects underneath investigation: As we all know trading isn't straightforward to work
out and additionally SEBI has not been empowered with the basic investigation tools.

SEBI does not have the power to wiretap phone calls: As in the US where the
authority can obtain the phone call records but in India, it cannot be done so.

SEBI has failed to utilize its power and penal provisions: SEBI in many ways failed
to utilize its power and has also asked the government to give additional powers to the body.

SEBI doesn't have the acceptable human resource to conduct a correct

investigation: SEBI has nearly 800 previous workers and doesn't have proper human resource
department.

In developed countries like USA or UK, there is severe punishment for insider trading. In
international organization, there's four years term jail for trading.

Companies overview and Case Laws

29
 Hindustan Unilever Limited (HUL)

Hindustan Unilever Limited (HUL) is the Indian subsidiary of Unilever, a British-Dutch

company headquartered in Mumbai, Maharashtra. Its products include foods, beverages, cleaning
agents, personal care products, water purifiers and consumer goods.

It’s a Public Company traded as Bombay Stock Exchange 500696. Hindustan Unilever Limited
(HUL) is a Consumer goods industry. It has Predecessor such as

Hindustan Vanaspati Manufacturing Company (1931–1956)

Lever Brothers India Limited (1933–1956)

United Traders Limited (1935–1956)

Hindustan Lever Limited (1956–2007)

Products which are offered by Hindustan Unilever Limited are Foods, cleaning agents, personal
care products and water purifiers. Number of employees working under this company are 18000
in the year 20014. The parent company of Hindustan Unilever limited is Unilever.
30
HUL is the market leader in Indian consumer products with presence in over 20 consumer
categories such as soaps, tea, detergents and shampoos amongst others with over 700 million
Indian consumers using its products. Sixteen of HUL's brands featured in the ACNielsen Brand
Equity list of 100 Most Trusted Brands Annual Survey (2014), carried out by Brand Equity, a
supplement of The Economic Times.

Following are the products which are offered by the company

 Food Section
Annapurna salt and Atta(formerly known as Kissan Annapurna)

Bru coffee

Brooke Bond (3 Roses, Taj Mahal, Taaza, Red Label) tea

Kissan squashes, ketchups, juices and jams

Lipton ice tea

Knorr soups & meal makers and soupy noodles

Kwality Wall's frozen dessert

Modern Bread, ready to eat chapattis and other bakery items (now sold to Everstone Capital )

Magnum (ice cream)

 Homecare Brands Section

Active Wheel detergent

Cif Cream Cleaner

Comfort fabric softeners

Domex disinfectant/toilet cleaner

Rin detergents and bleach

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Sunlight detergent and colour care

Surf Excel detergent and gentle wash

Vim dishwash

Magic – Water Saver

 Personal Care Brands Section

Aviance Beauty Solutions

Axe deodorant and aftershaving lotion and soap

LEVER Ayush Therapy ayurvedic health care and personal care products

International breeze

Brylcreem hair cream and hair gel

Clear anti-dandruff hair products

Clinic Plus shampoo and oil

Close Up toothpaste

Dove skin cleansing & hair care range: bar, lotions, creams and anti-perspirant deodorants

Denim shaving products

Fair and lovely, skin lightening cream

Hamam

Indulekha ayurvedic hair oil

Lakmé beauty products and salons

Lifebuoy soaps and hand wash range

Liril 2000 soap and Lux soaps

Pepsodent toothpaste

Pond's talcs and creams

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Rexona

Sunsilk shampoo

Sure anti-perspirant

Vaseline petroleum jelly, skin care lotions

TRESemmé

Vaseline

 Water Purifier Brand

The Pure it Water Purifier

Hindustan Unilever Limited (HUL) Case Law

Insider Trading: Hindustan Lever Limited v. SEBI
33
Securities Exchange Board of India’s (SEBI) interpretation of the term “Unpublished Price
Sensitive Information” (UPSI) arising from the alleged insider trading by Hindustan Lever
Limited (now Hindustan Unilever Limited) (HLL) in its purchase of shares of Brooke Bond
Lipton India Limited (BBLIL).

While the subject SEBI order employed provisions of the SEBI (Prohibition of Insider Trading)
Regulations, 1992 (1992 Regulations), this post also analyses the relevant provisions of the
subsequently notified SEBI (Prohibition of Insider Trading) Regulations, 2015 (2015
Regulations) in relation the subject case.

Case Analysis: Hindustan Lever Limited v. SEBI

The facts of the case concerned the purchase by HLL of 8 lakh shares of BBLIL from the Unit
Trust of India (UTI) on March 25, 1996. This purchase was made barely two weeks prior to a
public announcement for a proposed merger of HLL with BBLIL.

Upon investigation, SEBI by its Order dated March 11, 1998 (Order) found that, at the time of
the purchase of shares of BBLIL from UTI, HLL was an “insider” as under Section 2(e) of the
1992 Regulations, the relevant extract of which describes an insider as any person who:

“(i) is or was connected with the corporate or is deemed to possess been connected with the
corporate and is fairly expected to possess access by virtue of such association to unpublished
worth sensitive data in respect of securities of the corporate, or

(ii) Has received or has had access to such unpublished worth sensitive data.”

SEBI held that, since, HLL and BBLIL were subsidiaries of the same London based
Unilever, and were effectively under the same management, HLL and its directors had
prior knowledge of the merger. Thus HLL was covered under the definition of an insider as
above defined.

SEBI also held that HLL was in possession of UPSI as defined under Section 2(k) of the 1992
Regulations which includes any information in relation to amalgamation, merges and takeovers
that “is not usually far-famed or revealed by such company for general data, however that if
revealed or far-famed, is probably going to materially have an effect on the worth of securities of
that company in the market”. As per SEBI, the fact that the information about the merger was
available with HLL was enough to satisfy the requirement of Section 2(k) above.

34
An appeal was filed by HLL against the said SEBI Order before the Securities Appellate
Authority. On the question of whether HLL could be termed as an insider, the Appellate
Authority agreed with the SEBI Order to hold that, the information available with HLL in
relation to the merger was beyond merely self-generated information, i.e., information arising out
of its own decision making. Further, with regard to the merger, the appellant Authority noted that
the existence of administrators common to each HLL and BBLIL, and a standard parent
company in Unilever meant that they (i.e., HLL and BBLIL) were in effect under the same
management. Consequently, HLL could be termed as an insider under the 1992 Regulations and
it could reasonably be presumed that HLL was privy to decision making on the merger issue in
the BBLIL board.

On the question of whether the information available with HLL constituted UPSI, the Appellate
Authority agreed with the contentions of HLL that, for information to be considered as UPSI, it
must meet the dual requirements envisaged under Section 2(k) of the 1992 Regulations, i.e.:

The information must not be generally known or published by the company; and

If published or known, is likely to materially affect the prices of securities of that company in the
market. […Emphasis supplied]

The Appellate Authority held that for information to be generally known, it is not required to be
confirmed or authenticated by the company as it would otherwise fall under the category of
information “published by the company”. The Appellate Authority appreciated the evidence
produced by HLL, including various news articles covering the merger, and concluded that the
information of the merger was generally widely known to the public, and thus failed the first test
to qualify as UPSI as per the abovementioned Section 2(k) of the 1992 Regulations.

HLL also argued that, the information of the merger of two healthy, profit – making companies
is per se not price sensitive, as price sensitivity would arise in case of merger between a strong
company and a weak company, which impacts the share price of the companies. The Appellate
Authority however noted that even in the merger of two healthy companies there are synergistic
possibilities which could lead to price sensitivity for either company. Thus, the Appellate
Authority agreed with SEBI’s conclusion that information of the merger was price sensitive
(though not ‘unpublished’). The matter is presently unfinished before the Supreme Court.

Aftermath and consequences of the decision of the Appellate Authority

Subsequently, SEBI by the SEBI (Insider Trading) Amendment Regulations, 2002 amended the
definition under Section 2(k) to the following:

35
““Unpublished” suggests that data that may not disclosed by the company or its agents and is not
specific in nature.

Explanation.—Speculative reports in print or electronic media shall not be considered as

published information.”

Consequently, under the revised definition speculative reports in print media, as was the case in
relation to the HLL and BBLIL merger, would not be considered as published information, and
HLL’s knowledge in relation to the merger would be considered as unpublished information. By
the same Amendment Act, SEBI also introduced a new provision, Section 2(ha) which defined
“price sensitive information” to include any information relating to an amalgamation, merger or
takeover as deemed price sensitive information, regardless of whether such information actually
has any affect the price of the securities in the market.

However, the amendments did not definitively and expressly define “generally available
information”,

Regime under the 2015 Regulations

The 2015 Regulations finally set out what constitutes UPSI by defining “generally available
information” under Section 2(1) (e) as follows:

“Generally accessible info” suggests that information that's accessible to the general public on a
non-discriminatory basis;”

The term “non-discriminatory access”, however, was left undefined and deliberately open-ended.
Instead, several instances were provided for what would constitute non-discriminatory access.
The illustrative (non-exhaustive) list included instances of information provided on the website
of a stock exchange. A rule of thumb would to be seeing if the information is capable of being
accessed by any person without breaching any law.

Sometime in early 2017, the SEBI provided Kirloskar Chillers Private Limited (KCPL) with an
informal guidance on broad issues. Significantly, one of the questions addressed to SEBI was
whether a KCPL, as a promoter group entity of Kirloskar Brothers Limited (a listed company),

requires a pre-clearance from such listed company even though it has no role in the management
of that company or have any access whatsoever to UPSI. SEBI referred to the 2015 Regulations,
and the listed company’s internal code of conduct, to broadly state that:

Unless a promoter is designated as a “Designated Person” by the Board of Directors in

consultation with their compliance officer, no pre-clearance for trading is needed.
36
There exists an assumption that the actions of compliance officers, Board of Directors and other
entities entrusted with ensuring adherence to Insider Trading Regulations, should be to ensure
compliance with the regulatory framework and not for an “ulterior motive”.

An action of a compliance officer, whether it is extraneous to his or her powers, is to be

examined by the Board of Directors and the audit committee.

The 2015 Regulations by nature are prohibitive and the applicability of its provisions is with
respect to insiders and such concerned securities to which a UPSI might pertain. This is to avoid
any undue advantage accrued to classes of investors on account of their access to UPSI.

This development may encourage companies to devise their own code of conduct such as to limit
the persons who may be considered insider, and privy to UPSI and clearly identify the universe
of “Designated Persons”. That said, SEBI may nonetheless review the scope of “Designated
Person” to evaluate if it has been formulated in accordance with applicable regulations.

Conclusion
The test for UPSI laid down under the 2015 Regulations grants SEBI the ability to analyse, on a
case by case basis, whether certain information is available on a non-discriminatory basis, thus
achieving the balance of regulation.

In other words or in concise way the case of HUL v/s SEBI as follows:

This case mainly concerns the purchase of 8 lakh shares by HLL of BBLIL from the Unit Trust
of India on March 25, 1996. This purchase was created barely fortnight before a public
announcement for a planned merger of HLL and BBLIL. Upon investigation, SEBI found that
HLL was an insider at the time of purchase.

SEBI upon investigation found that at the time of purchase of shares of BBLIL from UTI, HLL
was an insider under Section 2(e) of the 1992 Regulations. HLL filed associate degree charm
before the proceeding authority asking on what grounds they'll be termed as associate degree
corporate executive. But after hearing on the evidence of HLL, the authority appreciated the
evidence but it was not enough to prove it. Consequently, the appellate authority found the SEBI
investigations right. The matter is presently unfinished before the Supreme Court.

Tata Iron and Steel Company Limited (TISCO)

37
Tata
Steel Limited formerly Tata Iron and Steel Company Limited (TISCO) is an Indian multinational
steel-making company headquartered in Mumbai, Maharashtra, India, and a subsidiary of the
Tata Group.

Formerly name as Tata Iron and Steel Company. It’s a Private Company and Traded as National
Stock Exchange: TATASTEEL and Bombay Stock Exchange: 500470. It’s BSE SENSEX
Constituent CNX Nifty Constituent. It is a Steel making company. Founded on 25 August 1907
and its Founder is Jamsetji Tata. Its Headquarters are at Mumbai, Maharashtra, India. Products
offered are Steel, flat steel products, long steel products, wire products, plates. Parent company is
Tata Group and its website is www.tatasteel.com

It is one of the top steel producing companies globally with annual crude steel deliveries of 27.5
million tones (in FY17), and the second largest steel company in India (measured by domestic
production) with an annual capacity of 13 million tones after SAIL.

TATA Steel has manufacturing operations in 26 countries, including Australia, China, India, the
Netherlands, Singapore, Thailand and the United Kingdom, and employs around 80,500 people.
[4] Its largest plant located in Jamshedpur, Jharkhand. In 2007 Tata Steel acquired the UK-based
steel maker Corus.

It was ranked 486th in the 2014 Fortune Global 500 ranking of the world's biggest corporations.
It was the seventh most valuable Indian brand of 2013 as per Brand Finance. Major competitors
are ArcelorMittal, Essar Steel, Jindal Steel and Power, JSW Steel, SAIL and VISA Steel. The
following product line of TISCO:

 The steel plant produces:

38
Iron

Soft iron

Cast iron

Alloy

They also produce Locomotive parts, Agricultural equipment, Machinery, tinplate, Cable and
wire.

TISCO v/s SEBI

In this case, the profit of TISCO for the primary half the twelvemonth 1992-93 felt to Rs. 50.22 crore in
comparison to the profit of Rs. 278.16 crore for the financial year 1991-92. Before the announcement of
the half-yearly results, there was intense activity in the trading of share between October 22, 1992, and
October 29, 1992. However, the SENSEX saw a decline of 8.3% during the same period. The insiders who
had the knowledge of the same had manipulated the market to make short sales. Small investors were
hit badly. Due to the absence of trading laws in Republic of India, it had been impractical to analyze the
case.

DSQ Bio-tech Limited

39
DSQ Holdings Limited is a Public incorporated on 08 September 1999. It is classified as Non-
government Company and is registered at Registrar of Companies, Kolkata. Its authorized share
capital is Rs. 100,000,000 and its paid up capital is Rs. 200,000. It is involved in Wholesale on a
fee or contract basis. [Includes commission agents, commodity brokers and auctioneers and all
other wholesalers who trade on behalf and on the account of others. Activities of self employed
auctioneers are included in 74991.]

DSQ Holdings Limited's Annual General Meeting (AGM) was last held on N/A and as per
records from Ministry of Corporate Affairs (MCA).

Directors of DSQ Holdings Limited are Gopal Das Dhanani, Shiw Kumar Agarwal and Sunil
Kumar Parasrampuria.

 Company Details
CIN: - U51109WB1999PLC090249

Company Name: - DSQ HOLDINGS LIMITED

Company Status: - Active

Registrar of companies: - ROC-Kolkata

Registration Number: - 90249

Company Category :- Company limited by Shares

Company Sub Category: - Non-government company

Class of Company: - Public

Date of Incorporation: - 08 September 1999

Activity: - Wholesale on a fee or contract basis. [Includes commission agents, commodity

brokers and auctioneers and all other wholesalers who trade on behalf and on the account of
others. Activities of self employed auctioneers are included in 74991.]

40
 DSQ Bio-tech limited V/S SEBI

DSQ biotech ltd. (DSQB) was originally promoted by KND engineering and technologies ltd.,
jointly with Tamil Nadu industrial development corp. DSQ Holdings Ltd. Is a same promoter
group company of DSQB. The board of directors held a meeting on 30 July 1994 considered
rights issue and same was communicated to the stock market. The purpose of sending
information to the public was to properly disseminate it.

The erstwhile management of DSQB entered into an agreement in April 1994 with DSQH Ltd.
promoted by Shri Dinesh Dalmia (DD) group. Through the agreement, the DSQ Holdings Ltd.
(DSQH) purchased 44, 98,995 shares of DSQB at the rate of Rs. 15.94 per share from the
erstwhile promoters. Thereafter DSQ group made an offer as per clauses 40A and 40B of the
Listing Agreement to acquire a further 17,66,400 shares (20% of the paid-up capital of the
company) during the last quarter of 1994. The scrip of DSQB prior to the takeover of the
company by the DSQ group in April 1994 was not actively traded on the exchanges with the
price hovering in the region between Rs.12 and Rs.18 during most part of 1993 and also during
the first half of 1994. The scrip witnessed considerable movement both in terms of price and
volume immediately after the DSQ group took over the company.

A detailed investigation was carried out by SEBI. It was found that there was a steep jump in
shares of DSQB from RS. 20 to RS. 92. From the investigation of SEBI, the DSQB did not offer
the particular proof of dispatch of AGM notice. Regulation 2(k)(iii) of the SEBI (Prohibition of
corporate executive Trading) laws, 1992 considers the information regarding the issue of shares
by way of public, rights, bonus etc. as unpublished price sensitive information. In this case, it
was clear that DSQB made an advantage over other investors. So DSQH was a ‘connected
person’ below regulation 2(c) of SEBI trading laws.

Role and Power of SEBI in curb trading

41
SEBI is established as a statutory body that works underneath the framework of Securities and
Exchange Board of Asian country, 1992. The various roles and power of SEBI are mentioned
underneath Section eleven of the SEBI Act, 1992.

 The main duty of SEBI is to guard the safeguard of investors and guarantee correct
commercialism.
 The main power of SEBI is that if anyone has profaned the provisions of this Act then
SEBI started a search committee.
 In order to analyze SEBI might appoint officers World Health Organization take care of
the books and records of business executive and alternative connected persons.
 It is the duty of SEBI to present an inexpensive notice to the business executive before
beginning the investigation.
 The board can also appoint an auditor who may inspect the books of accounts and affairs
of an insider.
 It is the duty of insider to provide necessary documents to the investigating authority.
However, it has neither any power to examine on oath, nor does it have the same power
as are vested in a civil court under the Code of Civil Procedure, 1908 while trying a suit.
 After all the investigations, the officer has to submit the report within 1 month as per
SEBI 1992 regulations. It also depends on the investigating officer to take longer time if
he funds that the work could not be completed within the stipulated time.
 After the ultimate report submission, SEBI has to communicate the findings to the insider
and issue a show cause to the insider or other person within 21 days of the receipt of the
communication.

The person to whom the finding has been communicated has to give the reply to the notice
within 21 days of receiving the notice. The Expert Group (headed by Justice M.H. Kania) official
by the SEBI in August, 2004, recommended in its Report that, Section ll (2) (I) of SEBI Act be
amended to empower SEBI to call for information from professionals, subject to the
professional’s rights (for not parting with the privileged information in their possession).

Any person feels aggrieved by the directions of the SEBI will charm to the Securities proceeding
judicature (Regulation 15).

42
An appeal can be filed within 45 days of the receipt of the copy of the order from the date on
which appeal had been filed. SEBI (insider trading) rules, 1992 consists of three chapters and
twelve regulations.

An insider is a connected person who is connected to the company directly or indirectly with the
company. The term ‘connected person’ is a vital thought for outlining the charge of trading. It
represents a person who is a director of a listed company or is an officer or an employee of a
listed company. Connected persons have access to the unpublished worth sensitive info of the
corporate. It conjointly includes someone World Health Organization has been connected to the
corporate before half-dozen months to the implementation of trading rules.

43
 CHAPTER- 4
RESEARCH DESIGN

4.1 Type of Research

44
 There are 3 types of research as follows

Qualitative Research
Qualitative Research gathers data about lived experiences, emotions or behaviors, and the
meanings individuals attach to them. It assists in enabling researchers to gain a better
understanding of complex concepts, social interactions or cultural phenomena. This type of
research is useful in the exploration of how or why things have occurred, interpreting events and
describing actions.

Quantitative Research
Quantitative Research gathers numerical data which can be ranked, measured or categorized
through statistical analysis. It assists with uncovering patterns or relationships, and for making
generalizations. This type of research is useful for finding out how many, how much, how often,
or to what extent.

Mixed Methods
Mixed Methods Research integrates both Qualitative and Quantitative Research. It provides a
holistic approach combining and analyzing the statistical data with deeper contextualized
insights. Using Mixed Methods also enables Triangulation, or verification, of the data from two
or more sources.

I have selected Qualitative Research and secondary source of data for my project.

4.2 Research Methods

45
An analysis methodology may be a systematic set up for conducting research. Sociologists draw
on a spread of each qualitative and quantitative analysis strategies, as well as experiments,
survey analysis, participant observation, and secondary knowledge.

Qualitative Research
Qualitative Research gathers data about lived experiences, emotions or behaviors, and the
meanings individuals attach to them. It assists in enabling researchers to gain a better
understanding of complex concepts, social interactions or cultural phenomena. This type of
research is useful in the exploration of how or why things have occurred, interpreting events and
describing actions.

Quantitative Research
Quantitative Research gathers numerical data which can be ranked, measured or categorized
through statistical analysis. It assists with uncovering patterns or relationships, and for making
generalizations. This type of research is useful for finding out how many, how much, how often,
or to what extent.

4.3 Types of data

46
Data may be grouped into four main types based on methods for collection: observational,
experimental, simulation, and derived. The type of research data you collect may affect the way
you manage that data. For example, data that is hard or impossible to replace (e.g. the recording
of an event at a specific time and place) requires extra backup procedures to reduce the risk of
data loss. Or, if you will need to combine data points from different sources, you will need to
follow best practices to prevent data corruption.

Observational Data
Observational data are captured through observation of a behavior or activity. It is collected
using methods such as human observation, open-ended surveys, or the use of an instrument or
sensor to monitor and record information -- such as the use of sensors to observe noise levels at
the Mpls/St Paul airport. Because observational data are captured in real time, it would be very
difficult or impossible to re-create if lost.

Experimental Data
Experimental data are collected through active intervention by the researcher to produce and
measure change or to create difference when a variable is altered. Experimental data typically
allows the researcher to determine a causal relationship and is typically projectable to a larger
population. This type of data is often reproducible, but it often can be expensive to do so.

Simulation Data
Simulation data are generated by imitating the operation of a real-world process or system over
time using computer test models. For example, to predict weather conditions, economic models,
chemical reactions, or seismic activity. This method is used to try to determine what would, or
could, happen under certain conditions. The test model used is often as, or even more, important
than the data generated from the simulation.

47
Derived / Compiled Data
Derived data involves using existing data points, often from different data sources, to create new
data through some sort of transformation, such as an arithmetic formula or aggregation. For
example, combining area and population data from the Twin Cities metro area to create
population density data. While this type of data can usually be replaced if lost, it may be very
time-consuming (and possibly expensive) to do so.

4.4 Sample Method

48
Researchers ordinarily examine traits or characteristics (parameters) of populations in their
studies. A population is a group of individual units with some commonality. For example, a
researcher may want to study characteristics of female smokers in the United States. This would
be the population being analyzed in the study, but it would be impossible to collect information
from all female smokers in the U.S. Therefore, the research worker would choose people from
that to gather the information. This is called sampling. The cluster from that the information is
drawn may be a sampling of the population the results of the study is generalized to the
population as an entire.

The sample is going to be representative of the population if the research worker uses a random
choice procedure to decide on participants. The cluster of units or people UN agency have a
legitimate likelihood of being designated are generally noted because the sampling frame. If a
research worker studied biological process milestones of educational institution youngsters and
target authorized preschools to gather the information, the sampling frame would be all
preschool aged children in those preschools. Students in those preschools may then be designated
arbitrarily through a scientific technique to participate within the study. This does, however,
cause a discussion of biases in analysis. For example, low-income children may be less likely to
be enrolled in preschool and therefore, may be excluded from the study. Extra care should be
taken to manage biases once determinant sampling techniques.

There are 2 main forms of sampling: chance and non-probability sampling. The distinction
between the 2 varieties is whether or not or not the sampling choice involves randomization.
Randomization happens once all members of the sampling frame have Associate in nursing civil
rights of being designated for the study. Following may be a discussion of chance and non-
probability sampling and therefore the differing types of every.

Probability Sampling – Uses randomization and takes steps to confirm all members of a
population have an opportunity of being designated. There are many variations on this sort of
sampling and following may be a list of how chance sampling might occur:

Random sampling – each member has AN equal likelihood

49
Stratified sampling – population divided into subgroups (strata) and members are arbitrarily elect
from every cluster

Systematic sampling – uses a particular system to pick members like each tenth person on AN
alphabetical list

Cluster sampling – divides the population into clusters, clusters are randomly selected and all
members of the cluster selected are sampled

Multi-stage sampling – a mix of 1 or additional of the on top of ways

Non-probability Sampling – doesn't have faith in the employment of randomization techniques to

pick members. This is usually tired studies wherever randomization isn't attainable so as to get a
sampling. Bias is additional of a priority with this kind of sampling.

The different sorts of non-probability sampling are as follows:

Convenience or accidental sampling – members or units are elect supported convenience.

Purposive sampling – members of a selected cluster are purposefully asked for.

Modal instance sampling – members or units are the foremost common among an outlined
cluster and so are asked for.

Expert sampling – members thought of to be of top quality are chosen for participation.

Proportional and non-proportional quota sampling – members are sampled till precise
proportions of sure sorts of knowledge are obtained or till ample knowledge in several classes is
collected.

Diversity sampling – members are elect advisedly across the attainable sorts of responses to
capture all potentialities.

Snowball sampling – members are sampled then asked to assist establish alternative members to
sample and this method continues till enough samples are collected.

4.5 Data Collection

50
Data collection can be done from primary source of data that is by conducting a survey or else
secondary source of data i.e. Books, Magazines, World wide web (internet). Secondary data
consist of Published Data.

There are many ways of classifying data.

A common classification relies upon UN agency collected the info.

Primary data: Information collected by the investigator himself/ herself for a particular
purpose.

Examples: information collected by a student for his/her thesis or research.

(In movies) The hero is directly told by the heroine that he's her “ideal man”.

Secondary data: Information collected by different person} for a few other purpose (but being
utilized by the investigator for an additional purpose).

Examples: Census information getting used to investigate the impact of education on career
alternative and earning.

Some Advantages of using Primary data:

1. The investigator collects data specific to the problem under study.
2. There is little doubt regarding the standard of the information collected (for the
investigator).
3. If needed, it should be doable to get extra knowledge throughout the study amount.

Some Disadvantages of using Primary data:

1. The investigator must traumatize all the hassles of information collection-
Deciding why, what, how, when to collect
Getting the data collected (personally or through others)

51
Getting funding and dealing with funding agencies

Ethical considerations (consent, permissions, etc.)

2. Guaranteeing the info collected is of a high standard- All desired information is obtained
accurately, and within the format it's needed in.
3. There is no fake/ cooked up data.
4. Unnecessary/ useless data has not been included.
5. Price of getting the info is commonly the key expense in studies.

Some Advantages of using Secondary data:

1. The data’s already there- no hassles of information assortment

2. It is less expensive
3. The investigator isn't in person to blame for the standard of information (“I didn’t do it”)

Some disadvantages of using Secondary data:

1. The investigator cannot decide what's collected (if specific knowledge concerning one
thing is needed, for instance).
2. One will solely hope that the information is of fine quality
3. Obtaining extra knowledge (or even clarification) concerning one thing isn't doable (most
often)

Techniques or tools used for gathering research data include:

52
  Qualitative Techniques or Tools

Interviews: These can be structured, semi-structured or unstructured in-depth sessions

with the researcher and a participant.

Focus groups: With several participants discussing a particular topic or a set of questions.
Researchers can be facilitators or observers.

Observations: On-site, in-context or role-play options.

Document analysis: Interrogation of correspondence (letters, diaries, emails etc) or reports.

Oral history or life stories: Remembrances or memories of experiences told to the

researcher.

53
  Quantitative Techniques or Tools

Surveys or questionnaires: Which ask the same questions to large numbers of participants or
use Likert scales which measure opinions as numerical data.

Observation: Which can either involve counting the number of times a specific phenomenon
occurs, or the coding of observational data in order to translate it into numbers.

Document screening: Sourcing numerical data from financial reports or counting word
occurrences.

Experiments: Testing hypotheses in laboratories, testing cause and effect relationships, through
field experiments, or via quasi- or natural experiments.

54
 CHAPTER- 5
Findings, Conclusion & Recommendations

Findings
55
While doing this project work the findings which I came across are as follows:

1. SEBI rules and regulations are amended as and when required by its board members.

2. SEBI performs a vital role in Security Market.

3. Now days there are very less cases of Insider trading which are taking place in Indian
Security Market.

4. Investors are becoming more aware about the securities and security market just because
of the initiative of the security and exchange board of India (SEBI).

Conclusions
56
From my study which is on SEBI rules and regulations so that to maintain a healthy
environment in the security market, I conclude that Indian security market is an ocean for
the opportunities to get a great finance as well as future profits from the security market.
As India is a developing nation due to which most of the world’s companies as well as
big organizations are investing into Indian economy. This in turn provides the share in
the development of the society and nation as well.

As most of the countries organization investing in Indian market. This leads to formation
of strong regulations so that security markets regulates and function properly. Here
comes SEBI into picture which forms rules and regulation so that Security market works
properly.

SEBI regulates the Indian Security Market so that:

1. There should be fairness among the investors.

2. Investors have the required information about the particular security.
3. No malpractices should take place in Indian Security Market.
4. Avoidance of secret profit making in unlawful manner.

57
 Recommendations

My recommendations after study on SEBI rules and regulations as well as Security

market in India would be that, investors and general society people do make investments
in securities but never do trade in securities.

If investors want to make investments for long term period and have a better profit
earning then avoid trading in securities. As trading in securities will help to earn profit for
shorter period of time.

Trading in security market harm the security functions as trading in securities for a
shorter period of time require frequently purchase and sale securities due to which price
of securities in the market fluctuates.

58
 CHAPTER- 6
BIBLOGRAPHY

59
My project is based on secondary data which I have been collected from following sites.

https://blog.ipleaders.in/sebi-insider-trading-offences/amp/

https://en.m.wikipedia.org/wiki/Securities_and_Exchange_Board_of_India

https://corporate.cyrilamarchandblogs.com/2017/10/insider-trading-hindustan-lever-limited-v-
sebi/

https://guides.lib.vt.edu/researchmethods/design-method

https://libguides.newcastle.edu.au/researchmethods

https://cirt.gcu.edu/research/developmentresources/research_ready/quantresearch/sample_meth

https://www.google.com/amp/s/communitymedicine4asses.com/2013/01/07/types-of-data-
primary-and-secondary-data/amp/

www.businessdictionary.com/definition/share.html

https://www.gktoday.in/gk/difference-between-preference-shares-and-equity-shares/

https://www.quora.com/What-is-a-share-What-are-the-types-of-shares

https://businessjargons.com/bonds.html

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