Professional Documents
Culture Documents
1.7 Business Legal Systems: Mfa 1 Semester
1.7 Business Legal Systems: Mfa 1 Semester
7 Business Legal
Systems
MFA 1st Semester
Module – 3:
• Laws relating to Finance: the Securities and Exchange Board of India
(SEBI), need for SEBI, establishment and legal status of SEBI,
functions and power of SEBI, power confirmed by the act to SEBI.
FEMA – Salient features, directions, major provisions.
2
Laws relating to Finance - Introduction
3
Securities and Exchange Board of India
(SEBI)
• SEBI is a statutory body and a market regulator, which controls the securities market in India. The basic functions of Sebi is to protect
the interests of investors in securities and to promote and regulate the securities market. Sebi is run by its board of members. The
board consists of a Chairman and several other whole time and part time members. The chairman is nominated by the union
government. The others include two members from the finance ministry, one member from Reserve Bank of India and five other
members are also nominated by the Centre. The headquarters of Sebi is situated in Mumbai and the regional offices are located in
Ahmedabad, Kolkata, Chennai and Delhi.
History of Sebi
• Before Sebi came into existence, Controller of Capital Issues was the regulatory authority; it derived authority from the Capital Issues
(Control) Act, 1947. In 1988, Sebi was constituted as the regulator of capital markets in India. Initially, Sebi was a non-statutory body
without any statutory power. Following the passage of the Sebi Act by Parliament in 1992, it was given autonomous and statutory
powers.
5
Structure of SEBI
6
Functions of SEBI
• SEBI is primarily set up to protect the interests of investors in the securities market.
• It promotes the development of the securities market and regulates the business.
• SEBI provides a platform for stockbrokers, sub-brokers, portfolio managers, investment advisers,
share transfer agents, bankers, merchant bankers, trustees of trust deeds, registrars, underwriters,
and other associated people to register and regulate work.
• It regulates the operations of depositories, participants, custodians of securities, foreign portfolio
investors, and credit rating agencies.
• It prohibits inner trades in securities, i.e. fraudulent and unfair trade practices related to the securities
market.
• It ensures that investors are educated on the intermediaries of securities markets.
• It monitors substantial acquisitions of shares and take-over of companies.
• SEBI takes care of research and development to ensure the securities market is efficient at all times.
7
Authority and Power of SEBI
8
Mutual Fund Regulations by SEBI
1.A sponsor of a mutual fund, an associate or a group company, which includes the asset management company of a fund, through the schemes of the
mutual fund in any form cannot hold: (a)10% or more of the shareholding and voting rights in the asset management company or any other mutual
fund. (b)An asset management company cannot have representation on a board of any other mutual fund.
2.A shareholder cannot hold 10% or more of the shareholding directly or indirectly in the asset management company of a mutual fund.
3.No single stock can have more than 35% weight in the index for a sectoral or thematic index; the cap is 25% for other indices.
4.The cumulative weight of the top three constituents of the index cannot exceed 65%.
5.An individual constituent of the index should have a trading frequency of a minimum of 80%.
6.Funds must evaluate and ensure compliance to the norms at the end of every calendar quarter. The constituents of the indices must be made public
by publishing it on their website.
7.New funds must submit their compliance status to SEBI before being launched.
8.All liquid schemes must hold a minimum of 20% in liquid assets such as government securities (G-Secs), repo on G-Secs, cash, and treasury bills.
9.A debt mutual fund can invest up to only 20% of its assets in one sector; previously the cap was 25%. The additional exposure to housing finance
companies (HFCs) is updated to 15% from 10% and a 5% exposure on securitised debt based on retail housing loan and affordable housing loan
portfolios.
10.
As per SEBI’s recommendation, the amortisation is not the only method for evaluating debt and money market instruments. The market-to-market
methodology is also used.
11.
An exit penalty will be levied on investors of liquid schemes who exit the scheme within a period of seven days.
12.
Mutual funds schemes must invest only in the listed non-convertible debentures (NCD). Any fresh investment in commercial papers (CPs) and equity
shares are allowed in listed securities as per the guidelines issued by the regulator.
13.
Liquid and overnight schemes are no longer allowed to invest in short-term deposits, debt, and money market instruments that have structured
obligations or credit enhancements.
14.
When investing in debt securities having credit enhancements, a minimum of four times security cover is mandatory for investing in mutual funds
schemes. A prudential limit of 10% is prescribed on total investment by such schemes in debt and money market instruments.
9
Role of SEBI
• It is the duty of the Board to protect the interests of investors in securities and to promote the development of and to regulate the securities
market, by such measures as it thinks fit.
• Regulating the business in stock exchanges and any other securities markets.
• Registering and regulating the working of stock brokers, sub-brokers, share transfer agents, bankers to an issue, trustees of trust deeds,
registrars to an issue, merchant bankers, underwriters, portfolio managers, investment advisers and such other intermediaries who may be
associated with securities markets in any manner.
• Registering and regulating the working of venture capital funds and collective investment schemes, including mutual funds.
• Promoting and regulating self-regulatory organizations.
• Prohibiting fraudulent and unfair trade practices relating to securities markets.
• Promoting investors’ education and training of intermediaries of securities markets.
• Prohibiting insider trading in securities.
• Regulating substantial acquisition of shares and takeover of companies.
• Calling for information from, undertaking inspection, conducting inquiries and audits of the stock exchanges, mutual funds, other persons
associated with the securities market, intermediaries and self-regulatory organizations in the securities market.
• Performing such functions and exercising such powers under the provisions of the Securities Contracts (Regulation) Act, 1956, as may be
delegated to it by the Central Government.
• Levying fees or other charges for carrying out the purposes of this section.
• Conducting research for the above purposes.
• Performing such other functions as may be prescribed.
10
Without prejudice to the provisions, the Board may, by order, for reasons to be recorded in
writing, in the interests of investors or securities market, take any of the following measures,
either pending investigation or inquiry or on completion of such investigation or inquiry,
namely:—
3. Since its a self regulatory body it's promoting is very important which it does.
8. Doing inspection, inquiring the doubted things, doing audit, auditing stock exchange, mutual funds etc.
13
Functions of SEBI
14
Regulatory Functions
These functions are basically performed to keep a check on the functioning of the business in the financial
markets.
• These functions include-
• · Designing guidelines and code of conduct for the proper functioning of financial intermediaries and corporate.
• · Regulation of takeover of companies
• · Conducting inquiries and audit of exchanges
• · Registration of brokers, sub-brokers, merchant bankers etc.
• · Levying of fees
• · Performing and exercising powers
• · Register and regulate credit rating agency
15
Development Functions
SEBI performs certain development functions also that include but they
are not limited to-
• · Imparting training to intermediaries
• · Promotion of fair trading and reduction of malpractices
• · Carry out research work
• · Encouraging self-regulating organizations
• · Buy-sell mutual funds directly from AMC through a brokers
17
Objectives of SEBI:
18
ORGANISATIONAL STRUCTURE OF SEBI:
19
SEBI GUIDELINES CASE STUDY
INSIDER TRADING
20
SEBI GUIDELINES ON INSIDER
TRADING:
following are the important provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015:
• · There shall be prohibition on all designated persons for exercise of Employee Stock Option Plan (ESOPs) during the trading window closure
period and there shall be prohibition on all designated persons for exercise of ESOPs for six months after sale of shares, and vice versa.
• · There shall be no contra trade even in case of ESOP.
• · The Regulations prescribe that every employee shall disclose to the Company (Compliance Officer) details of the trade within 2 trading days of
the transaction, if the value of securities traded in one or a series of transactions in any calendar quarter exceeds Rs.10 lakhs. The disclosures shall
include those relating to trading by immediate relatives and by any other person for whom the trading decisions are taken.
• · A designated person who buys or sells any number of securities of the company shall not enter into an opposite transaction i.e. sell or buy
respectively any number of securities of the Company during the next six months following the prior transaction.
• · A new concept of trading plans has been introduced in India for an insider under the Regulations.
• · If any Designated Person or his/her immediate relative(s) intend(s) to trade in securities exceeding market value of Rs. 42 lakhs during a
calendar month, then he/she should apply to the Compliance Officer for pre-clearance, even during the period when the window is open.
• · The trading window shall be closed for adopting and considering financial results and other Unpublished Price Sensitive Information (UPSI)
matters.
• · The trading window shall be closed when the Compliance Officer determines that a designated person or class of designated persons can
reasonably be expected to have possession of unpublished price sensitive information. Moreover, the designated persons and their immediate
relatives shall not trade in securities when the trading window is closed.
21
SUMMARY - SEBI
22
ARTICLE STUDY
Karvy Default: SEBI Initiated Proceedings against NSE, Says Anurag Thakur
• https://www.moneylife.in/article/karvy-default-sebi-initiated-proceedings-against-
nse-says-anurag-thakur/63171.html
23
SEBI ADDITIONAL READING & CASE STUDIES
24
Foreign Exchange Management Act
(FEMA)
25
Foreign Exchange Management Act (FEMA)
Parliament of India enacted the Foreign Exchange Management Act (FEMA) on 29 December
1999 replacing FERA.
FEMA came into force from June 2000.
FEMA succeeded FERA
FEMA has 49 sections
FEMA was conceived with the notion that Foreign Exchange is an asset.
FEMA focused on increasing the foreign exchange reserves of India, focused on promoting
foreign payments and foreign trade.
The objective of FEMA is Management of Foreign Exchange
The definition of “Authorized Person” was widened
Banking units came under the definition of Authorized Person.
If there was a violation of FEMA rules, then it is considered as civil offence
A person accused of FEMA violation will be provided legal help.
There is provision for Special Director (Appeals) and Special Tribunal
For those guilty of violating FEMA rules, they have to pay a fine, starting from the date of
conviction, if the penalty is not paid within 90 days, then the guilty will be imprisoned.
For External trade and remittances, there is no need for prior approval from the Reserve Bank of
India (RBI).
There is provision for IT
26
Statutory Basis for Exchange Control
Currency Notes:
Coin and bank notes
Currency Account Transaction:
Transactions other than capital account transactions
Indian Currency:
Indian rupees
Export:
Goods and services from India to outside
Foreign Currency:
Other than Indian currency
Foreign Exchange:
Means foreign currency
Foreign Security:
Security expressed in foreign currency
Import:
Goods and services from outside to India
Security:
Shares, Stock etc as defined in the Public Debt Act
of 1994
Repatriate to India:
Realized foreign exchange to India
Service:
Banking, Financing, insurance etc…
Transfer:
Sale, Purchase, Exchange etc…
Non-Resident Indian (NRI):
Citizen of India residing
outside
Overseas Corporate Body
(OCB):
A company, firm etc.. Owned
at least 60% by NRIs
Person of Indian Origin
(PIO):
Citizen of country other then
The FEMA, is applicable-
To the whole of India.
Any Branch, office and agency, which is situated outside
India, but is owned or controlled by a person resident in
India.
Broadly speaking FEMA, covers, three different
types of categories, and deals differently with
them. These categories are:
a) Person
b) Person Resident In India
c) Person Resident Outside India
For the purpose of provisions, a person
shall include any of the following:
1. An individual
2. A Hindu Undivided family
3. A company
4. A Firm
5. An association of persons or a body of
individuals, whether incorporated or not,
6. Every artificial judicial person, not falling within any
of the preceding sub clauses, and
7. Any agency, office or branch owned or
controlled by such person.
1. A person who has been residing in India for more than
182 days, in the last financial year. This means if a
person has to be assessed, as to whether he is person
resident in India, for any offence committed in August
2001, then he should be residing in India for more than
182 days during April 2000 to March 2001
2. Any person or body corporate registered
or incorporated in India, or
3. An office, branch or agency in India owned
or controlled by a person resident outside India, or
4. An office, branch or agency outside India
owned or controlled by a person resident in India.
Simply putting it, "a person resident outside India"
means "a person who is not resident in India"
Prohibits dealings in foreign exchange except
through an authorized person
Make any payment to or for the credit of any
person resident outside India in any manner
Receive otherwise through an authorized person,
any payment by order or on behalf of any person
resident outside India in any manner
Enter into any financial transaction in India for
acquisition or creation or transfer of a right to
acquire, any asset outside India by any person
SECTION 4 –
Restrains person resident in India from
holding,
any owning, possessing or transferring any foreign
acquiring,
exchange, foreign security or any immovable property
situated outside India except as specifically provided in the
Act.
SECTION 5 – deals with current account transaction
Any person may sell or draw foreign exchange to or from an
authorized person if such sale or drawl is a current account
transaction
SECTION 6 - deals with capital account transactions.
This section allows a person to draw or sell foreign exchange
from or to an authorized person for a capital account
transaction.
Transaction having international
s matters financial are regulated
implications by Exchange
a)Control:
Purchase and sale of and other dealings in
foreign exchange and maintenance of balances at foreign
centers
b) Procedure for realization of proceeds of exports
d) Payments
c) Transfer to
of non-residents
securities or to their accounts and
residents in India
non-
between
residents and and holding of
acquisition securities foreign
e) Foreign travel with
exchange
f) Export and import of currency, cheques, drafts, travelers
cheques and other financial instruments, securities, etc.
g) Activities in India of branches of foreign firms and
companies and foreign nationals
h) Foreign direct investment and portfolio investment in
India including investment by non-resident Indian
nationals/persons of Indian origin and corporate bodies
predominantly owned by such persons
i) Appointment of non-residents and foreign nationals and
foreign companies as agents in India
j) Setting up of joint ventures/subsidiaries outside India by
Indian companies
k) Acquisition, holding and disposal of immovable property
in India by foreign nationals and foreign companies
l) Acquisition, holding and disposal of immovable property
outside India by Indian nationals resident in India.
SECTION 7 - deals with export of goods and
services.
Every exporter is required to furnish to the RBI or any
other authority, a declaration etc. etc. regarding full
export value.
SECTION 8 and 9-
casts the responsibility on the persons resident in
India who have any amount of foreign exchange due or
accrued in their favor to get same realized and repatriated
to India within the specific period and the manner
specified by RBI.
SECTIONS 10 and 12 -
deals with duties and liabilities of the Authorized persons
authorized dealer, money changer, off shore banking unit
or any other person for the time being authorized to deal
in foreign exchange or foreign securities.
To comply with RBI directions
information or particular
Obtaining information which such authorized
52
Thank You
Jaswanth Singh G
Insurance (InsureTech), Banking & Pensions Domain
Consultant and Faculty
Innovator @ indiaassurance.in and
allinsuranceclaims.in
+91 8310765785 +91 9449049107
jaswanth@indiaassurance.in