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1.

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.

What is Securities Appellate Tribunal (SAT)


• Sebi also appoints various committees, whenever required to look into the pressing issues of that time. Further, a Securities Appellate
Tribunal (SAT) has been constituted to protect the interest of entities that feel aggrieved by Sebi’s decision. SAT consists of a presiding
officer and two other members.

Functions and powers of Sebi


• Sebi controls activities of stock exchanges, safeguards the rights of shareholders and also guarantees the security of their investment.
It also aims to check fraudulence by harmonising its statutory regulations and self-regulating business. The regulator also enables a
competitive professional market for intermediaries
• Apart from the above functions, Sebi provides a marketplace in which the issuers can increase finance properly. It also ensures safety
and supply of precise and accurate information from the investors. Sebi analyses the trading of stocks and safes the security market
from the malpractices. It controls the stockbrokers and sub- stockbrokers. It provides education regarding the market to the investors
to enhance their knowledge.
• https://www.sebi.gov.in/ 4
SEBI
• Securities and Exchange Board of India (SEBI) is a statutory regulatory body
entrusted with the responsibility to regulate the Indian capital markets. It monitors
and regulates the securities market and protects the interests of the investors by
enforcing certain rules and regulations.
• SEBI was founded on April 12, 1992, under the SEBI Act, 1992. Headquartered in
Mumbai, India, SEBI has regional offices in New Delhi, Chennai, Kolkata and
Ahmedabad along with other local regional offices across prominent cities in India.
• The objective of SEBI is to ensure that the Indian capital market works in a
systematic manner and provide investors with a transparent environment for their
investment. To put it simply, the primary reason for setting up SEBI was to prevent
malpractices in the capital market of India and promote the development of the
capital markets.

5
 Structure of SEBI

• SEBI has a corporate framework comprising various departments each


managed by a department head. There are about 20+ departments under SEBI.
Some of these departments are corporation finance, economic and policy
analysis, debt and hybrid securities, enforcement, human resources, investment
management, commodity derivatives market regulation, legal affairs, and more.
The hierarchical structure of SEBI consists of the following members:The
chairman of SEBI is nominated by the Union Government of India.
• Two officers from the Union Finance Ministry will be a part of this structure.
• One member will be appointed from the Reserve Bank of India.
• Five other members will be nominated by the Union Government of India.

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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.

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Authority and Power of SEBI

• The SEBI has three main powers:


•  i. Quasi-Judicial: SEBI has the authority to deliver judgements related to fraud and other
unethical practices in terms of the securities market. This helps to ensure fairness,
transparency, and accountability in the securities market.
•  ii. Quasi-Executive: SEBI is empowered to implement the regulations and judgements
made and to take legal action against the violators. It is also authorised to inspect Books of
accounts and other documents if it comes across any violation of the regulations. 
• iii. Quasi-Legislative: SEBI reserves the right to frame rules and regulations to protect the
interests of the investors. Some of its regulations consist of insider trading regulations,
listing obligation, and disclosure requirements. These have been formulated to keep
malpractices at bay. Despite the powers, the results of SEBI’s functions still have to go
through the Securities Appellate Tribunal and the Supreme Court of India.

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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.
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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.
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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:—

• Suspend the trading of any security in a recognized stock exchange.


• Restrain persons from accessing the securities market and prohibit any person
associated with the securities market to buy, sell or deal in securities.
• Suspend any office-bearer of any stock exchange or self-regulatory organization
from holding such a position;
• Impound and retain the proceeds or securities in respect of any transaction which
is under investigation.
• Direct any intermediary or any person associated with the securities market in any
manner not to dispose of or alienate an asset forming part of any transaction which
is under investigation.

9/3/20XX Presentation Title 11


• SEBI acts as a watchdog for all the capital market participants and its main purpose is to provide such an
environment for the financial market enthusiasts that facilitate efficient and smooth working of the securities market.
• To make this happen, it ensures that the three main participants of the financial market are taken care of, i.e. issuers
of securities, investor, and financial intermediaries.
• · Issuers of securities
• These are entities in the corporate field that raise funds from various sources in the market. SEBI makes sure that
they get a healthy and transparent environment for their needs.
• · Investor
• Investors are the ones who keep the markets active. SEBI is responsible for maintaining an environment that is free
from malpractices to restore the confidence of general public who invest their hard-earned money in the markets.
• · Financial Intermediaries
• These are the people who act as middlemen between the issuers and investors. They make the financial transactions
smooth and safe.

9/3/20XX Presentation Title 12


Importance of SEBI
1. Protection of the investors in security and also to promote the development of the market of security is the sole responsibility of sebi.

2. Maintaining Stock exchange business regulations.

3. Since its a self regulatory body it's promoting is very important which it does.

4. Regulating the collective investment scheme.

5. Insider trading security

6. Regulation of shares and taken over companies.

7. Providing restrictions on unfair trade practices and giving market security.

8. Doing inspection, inquiring the doubted things, doing audit, auditing stock exchange, mutual funds etc.

13
Functions of SEBI

SEBI primarily has three functions-


• · Regulatory Function
• · Development Function
• · Protective Functions

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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

9/3/20XX Presentation Title 16


Protective Functions

As the name suggests, these functions are performed by SEBI to protect


the interest of investors and other financial participants.
It includes-
• · Checking price rigging
• · Prevent insider trading
• · Promote fair practices
• · Create awareness among investors
• · Prohibit fraudulent and unfair trade practices

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Objectives of SEBI:

SEBI has following objectives-


• · Protection to the investors
• The primary objective of SEBI is to protect the interest of people in the stock market and
provide a healthy environment for them.
• · Prevention of malpractices
• This was the reason why SEBI was formed. Among the main objectives, preventing
malpractices is one of them.
• · Fair and proper functioning
• SEBI is responsible for the orderly functioning of the capital markets and keeps a close
check over the activities of the financial intermediaries such as brokers, sub-brokers, etc.

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ORGANISATIONAL STRUCTURE OF SEBI:

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SEBI GUIDELINES CASE STUDY
INSIDER TRADING

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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.

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SUMMARY - SEBI

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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

• SEBI caps MF investment in perpetual bonds, sets new valuation norm


• https://economictimes.indiatimes.com/mf/mf-news/sebi-caps-mf-investment-in-pe
rpetual-bonds-sets-new-valuation-norm/articleshow/81436299.cms

Sebi forms expert group to examine feasibility of SPACs


• https://www.business-standard.com/article/markets/sebi-forms-expert-group-to-ex
amine-feasibility-of-spacs-121031100726_1.html

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SEBI ADDITIONAL READING & CASE STUDIES

24
Foreign Exchange Management Act
(FEMA)

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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
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 Statutory Basis for Exchange Control

 The Foreign Exchange Regulation Act, 1973


(FERA 1973), as amended by the Foreign
Exchange Management (Amendment) Act,
1999, forms the statutory basis for Exchange
Control in India.
 The Foreign Exchange Management Act (1999) or
in short FEMA has been introduced as a
replacement for earlier Foreign Exchange
Regulation Act (FERA). FEMA came into force on
the 1st day of June, 2000.
 FEMA
 consolidate and amend the law relating to
foreign
exchange
 facilitating external trade and payments
 promoting the orderly development and maintenance
of foreign exchange market in India
 49 sections in the Act
 Authorized Person:
 Authorized under the Act to deal in foreign
exchange
 Capital account transaction:
 Alters the assets or liability
 Currency:
 Currency notes, Money order, cheque, drafts etc…

 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

 Not to engage in un authorized


transactions

 Ensure compliance of FEMA provisions

 To produce books, accounts etc…


 To deal in or transfer any foreign exchange

 Receive payments by order

 To open NRO, NRE, FCNR, NRNR, NRSR accounts

 To sell or purchase foreign exchange for


current account transactions
 To sell or purchase foreign exchange for
permissible capital account transactions
 Verifying the correctness of any statements,

information or particular
 Obtaining information which such authorized

person has failed to furnish


 Securing compliance with the provisions of
Act
 SECTION 13 –
 Any contravention, under FEMA, may invite following
kinds of penalties:
 If, the amount against which offence is quantities,
then penalty will be "THRICE" the sum involved in
contravention.
 Where the amount cannot be quantified the
penalty may be imposed up to two lakh rupees.
 If, the contravention is continuing everyday, then Rs.
Five Thousand for every day after the first day
during which the contravention continues.
 Further in addition to the penalty, any currency,
security or other money or property involved in
the contravention may also be confiscated.
 SECTION 14 –
 If a person fails to make full payment of the penalty
imposed with in a period of 90 days, he shall be liable
to civil imprisonment.
 SECTION 15 –
 Empowers the Directorate of Enforcement and Officers
of the Reserve Bank of India as may be authorized by
the central Govt. in this behalf to compound the
offences.
 SECTION 16 –
 Empowers the central Govt. to appoint the as many
adjudicating authorities as it may think fit for holding
enquiries.
 SECTION 17 –
 Empowers the central Govt. to appoint one or more
special Directors to hear the appeals against the orders
of the Adjudicating Authorities.
 SECTION 18 –
 Empowers the central Govt. to establish Appellate
Tribunal to hear appeals against the orders of
Adjudicating Authorities and special Director.
 SECTION 19 –
 It makes provisions as regards appeals to Appellate
Tribunal.
 SECTION 20 –
 Composition of Appellate Tribunal.
 SECTION 21 –
 Qualifications for appointment of Chairperson
member and Special Director.
 SECTION 22 –
 Term of Office.
 SECTION 23 –
 Terms and Conditions of service.
 SECTION 24 –
 Vacancies.
 SECTION 25 –
 Resignation and Removal.
 SECTION 26 –
 Member to act as Chairperson in certain
circumstances.
 SECTION 27 –
 Staff of Appellate Tribunal and Special Directorate.
 SECTION 28 –
 Power of Appellate Tribunal and Special Director.
 SECTION 29 –
 Distribution of business among benches.
 SECTION 30 –
 Power of Chairperson to Transfer cases.
 SECTION 31 –
 Decision to be by majority.
 SECTION 32 –
 Right of Appellant to take assistance of legal
practitioner or CA and of Govt. to appoint presenting
officer.
 SECTION 33 –
 Members, etc to public servants.
 SECTION 34 –
 Civil court not to have jurisdiction.
 SECTION 35 –
 Appeal to High Court.
 SECTION 36 to 38 – Directorate of Enforcement
 enforcement of the provisions of the Foreign Exchange
Management Act
 prevent leakage of foreign exchange
 Remittances of Indians abroad otherwise than through
normal banking channels, i.e. through compensatory
payments.
 Acquisition of foreign currency illegally by person in
India.
 Non-repatriation of the proceeds of the exported
goods.
 Unauthorized maintenance of accounts in foreign
countries.
 Siphoning off of foreign exchange against fictitious and
bogus imports land by.
 Illegal acquisition of foreign exchange through Hawala
 Electronic Corporation India Limited
 To tie up with international for local
manufacture of computers
companies
 To increase the local content to a point of "self
sustenance".
 Tie up between ECIL and IBM
 Import of computers was carefully regulated, depending
on ECIL’s production capacity, and the entry of the
local private sector was controlled.
 The Implementation of FERA (in 1977) led to exit
of IBM from India.
 Because FERA restricts any foreign company from
holding 40% shares but IBM had 70%.
Additional Reading

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

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