SEBI's Role In Capital Market

THE INDIAN INSTITUTE OF PLANNING AND MANAGEMENT PUNE

A PROJECT REPORT ON Basic Financial Management: “ SEBI’s Role In the Capital Market”

A Report submitted in partial fulfillment of the requirement for the award of the degree of Master of Business Administration. Under the Esteemed Guidance of Dr. Vivek Divekar Faculty IIPM, PUNE Project Analyzed & Documented By • • • •

DixitaPorwal, PGP/FW/10-12/ISBE-A Pratik Gandhi, UGP/FW/09-12/IIPM Rajwin Patel, UGP/FW/09-12/ISBE Sagar A. Agrawal, UGP/FW/09-12/IIPM

SEBI’s  Role  in  Capital  Market      

SEBI’s Role in Capital Market

   

SEBI’s  Role  in  Capital  Market      

Acknowledgement We heartily thank our Project in-charge, Prof. Vivek Divekar, Faculty IIPM, Pune. Whose encouragement; guidance and support from the initial to the final level enabled me to develop an understanding of the subject. We are grateful for Sir’s contribution towards the execution of our project.

Lastly, we offer our regards and blessings to all of those who supported us in any respect during the completion of the Project.

   

SEBI’s  Role  in  Capital  Market        

EXECUTIVE SUMMARY    

The report encapsulates the study of a proper understanding of SEBI and its regulations which are actually practiced in the market. Along with a thorough study of the basic concepts of SEBI and its policies with respect to the Capital Markets, the report also enlightens on a few cases which made a considerable impact on the governance of SEBI.

   

   

SEBI’s  Role  in  Capital  Market      

INDEX Sr.NO

PARTICULARS

PAGE-NO

1

Objective & Scope of the Project

6

2

Introduction – to the SEBI

7

3

Establishment of SEBI

9

4

Board Management

12

5

Functions & Powers of SEBI

14

6

Introduction – To the Capital Market

17

• Capital Market In INDIA • Importance of Capital Market 7

Role of SEBI in Capital Market

21

8

Primary Market

24

• SEBI & Primary Market • Role of SEBI with respect to public issues • Different kinds of Issues 9

Secondary Market

31

10

SEBI & Central Government.

34

11

SEBI & FII

35  

 

SEBI’s  Role  in  Capital  Market      

12

Amendments

37

13

Consent Order

41

14

Advantages & Limitations of SEBI

44

15

The Story of Two Scams

45

16

Regulation – Criticism

47

17

Recommendation

51

18

Conclusion

54

19

Bibliography

56

   

   

SEBI’s  Role  in  Capital  Market        

OBJECTIVE AND SCOPE OF PROJECT    

OBJECTIVE This study was mainly planned to evaluate the performance SEBI, relating to supervision of securities market of various intermediaries registered with SEBI., and to know what kind of Investor Protection measures taken by SEBI for the benefit/to safeguard the interest of investors in India since 1992.

SCOPE OF THE PROJECT •

To know the investor protection measures taken by SEBI since its inception;

•

To know whether the SEBI has been acting as independent organization to regulate the securities markets properly or not;

•

To know the powers and functions implementing properly or not by SEBI;

•

Finally to give findings and suggestions towards SEBI relating to its rolein IndianCapital Markets.

   

SEBI’s  Role  in  Capital  Market      

INTRODUCTION  

 

The SEBI, that is, the Securities and the Exchange Board of India, is the national regulatory body for the securities market, set up under the securities and Exchange Board of India act, 1992, to “protect the interest of investors in securities and to promote the development of, and to regulate the securities market and for matters connected therewith and incidental too.” SEBI has its head office in Mumbai and it has now set up regional offices in the metropolitan cities of Kolkata, Delhi, and Chennai. The Board of SEBI comprises a Chairman, two members from the central government representing the ministries of finance and law, one member from the Reserve Bank of India and two other members appointed by the central government. As per the SEBI act, 1992, the power and functions of the Board encompass the regulation of Stock Exchanges and other securities markets; registration and regulation of the working stock brokers, sub-brokers, bankers to an issue (a public offer of capital), trustees of trust deeds, registrars to an issues, merchant bankers, under writers, portfolio managers, investment advisors and such other intermediaries who may be associated with the stock market in any way; registration and regulations of mutual funds; promotion and regulation of selfregulatory organizations; prohibiting Fraudulent and unfair trade practices and insider trading in securities markets; regulating substantial acquisition of shares and takeover of companies; calling for information from, undertaking inspection,    

SEBI’s  Role  in  Capital  Market      

conducting inquiries and audits of stock exchanges, intermediaries and selfregulatory organizations of the securities market; performing such functions and exercising such powers as contained in the provisions of the Capital Issues (Control) Act,1947 and the Securities Contracts (Regulation) Act, 1956, levying various fees and other charges, conducting necessary research for above purposes and performing such other functions as may be prescribes from time to time. SEBI as the watchdog of the industry has an important and crucial role in the market in ensuring that the market participants perform their duties in accordance with the regulatory norms. The Stock Exchange as a responsible Self Regulatory Organization (SRO) functions to regulate the market and its prices as per the prevalent regulations. SEBI and the Exchange play complimentary roles to enhance the investor protection and the overall quality of the market.

SECURITIES AND EXCHANGE BOARD OF INDIA: – SEBI:What does Securities and Exchange Board of India - SEBI Mean? The regulatory body for the investment market in India.The purpose of this board is to maintain stable and efficient markets by creating and enforcing regulations in the marketplace. Investopedia explains Securities and Exchange Board of India - SEBI The Securities and Exchange Board of India is similar to the U.S. SEC. The SEBI is relatively new (1992) but is a vital component in improving the quality of the financial markets in India, both by attracting foreign investors and protecting Indian investors

   

SEBI’s  Role  in  Capital  Market      

ESTABLISHMENT OF SEBI The Securities and Exchange Board of India (SEBI) was established in 1988. It got a legal status in 1992. SEBI was primarily set up to regulate the activities of the merchant banks, to control the operations of mutual funds, to work as a promoter of the stock exchange activities and to act as a regulatory authority of new issue activities of companies. The SEBI was set up with the fundamental objective, "to protect the interest of investors in securities market and for matters connected therewith or incidental thereto." With the announcement of their forms package in1991, the volume of business in both the primary and secondary segment of the capital market has been increased enormously till now. A multi-crore securities scam rocked the Indian financial system in 1992 (Harshad Mehta scam). The then existing regulatory framework was found to be fragmented and inadequate and hence, a need for an autonomous, statutory, and integrated organization to ensure the smooth functioning of capital market was felt. To fulfill this need, the Securities and Exchange Board of India (S.E.B.I), which was already inexistence since April 1988, was

conferred

statutory powers to regulate the capital market. The SEBI got legal teeth through an ordinance issued on 30 January 1992. The ordinance conferred wide ranging powers on the SEBI, including the authority to prohibit insider trading‘and regulate substantial acquisition of shares ‘and takeover of businesses. The function of market development includes containing risk; board basing, maintaining market integrity and promoting long-term investment. The SEBIAct,1992 which establishes the SEBI with four-fold objectives of protection of the interests of investors insecurities, development of the securities market, regulation of the securities market and matters connected there with and incidental    

SEBI’s  Role  in  Capital  Market      

thereto. The Securities and Exchange Board of India (SEBI) regulate the capital market, i.e., the market for equity and debt securities. The SEBI has full autonomy and authority to regulate and develop the capital market. The government has framed rules under the securities contracts (regulation) Act (SCRA), the SEBI Act and the Depositories Act. The SEBI has framed regulations under the SEBI Act and the Depositories Act for registration and regulation of all market intermediaries, for prevention of unfair trade practices, and insider trading. As everyone could know that these i.e. the Government and the SEBI issue notifications, guidelines and circulars which need to be complied with by market participants. All the rules and regulations are administered by the SEBI.

   

SEBI’s  Role  in  Capital  Market      

MISSION OF SEBI Securities & Exchange Boardof India (SEBI) formed under the SEBI Act, 1992 with the prime objective of – Protecting the interests of investors in securities, – Promoting the development of, and – Regulating, the securities market and for matters connected therewith or incidental thereto.’ Focus being the greater investor protection, SEBI has become a vigilant watchdog

PREAMBLE The Preamble of the Securities and Exchange Board of India describes the basic functions of the Securities and Exchange Board of India as ‘…to protect the interests of investors in securities and to promote the development of, and to regulate the securities market and for matters connected therewith or incidental thereto”

   

SEBI’s  Role  in  Capital  Market        

BOARD MANAGEMENT   (1) The Board shall consist of the following members, namely: (a) A Chairman; (b) Two members from amongst the officials of the [Ministry] of the Central Government dealing with Finance [and administration of the Companies Act, 1956(1 of 1956)]; (c) One member from amongst the officials of [the Reserve Bank]; [(d) five other members of whom at least three shall be the whole-time members] To be appointed by the central Government. (2) The general superintendence, direction and management of the affairs of the Board shall vest in a Board of members, which may exercise all powers and do all acts and things which may be exercised or done by the Board. (3) Save as otherwise determined by regulations, the Chairman shall also have powers of general superintendence and direction of the affairs of the Board and may also exercise all powers and do all acts and things which may be exercised or done by that Board. (4) The Chairman and members referred to in clauses (a) and (d) of sub-section (1) shall be appointed by the Central Government and the members referred to in clauses (b) and (c) of that sub-section shall be nominated by the Central Government and the Reserve Bank] respectively. (5) The Chairman and the other members referred to in clauses (a) and (d) of sub-section (1) shall be persons of ability, integrity and standing who have shown capacity in dealing with problems relating to securities market or have special knowledge or experience of law, finance, economics, accountancy, administration or in any other discipline which, in the opinion of the Central Government, shall be useful to the Board.

   

SEBI’s  Role  in  Capital  Market      

MEMBERS OF BOARD: As on March 21, 2011(Source: SEBI Annual Report 11-12)

Name

Designation

As per

Chairman SEBI

CHAIRMAN (S.4(1)(a) of the SEBI Act, 1992)

Dr.Thomas Mathew

Joint Secretary, Ministry of Finance

Members nominated under Section 4(1)(b) of the SEBI Act, 1992 (15 of 1992)

Shri.NaveedMasood

Members nominated under Secretary, Ministry of Corporate Section 4(1)(b) of the SEBI Act, Affairs 1992 (15 of 1992)

Shri. U.K Sinha

T. V. MOHANDAS Director Infosys Technologies Limited PAI Bangalore

Members appointed under Section 4(1)(d) of the SEBI Act, 1992 (15 of 1992)

Dr. K.M. Abraham

Whole Time Member, SEBI

Members appointed under Section 4(1)(d) of the SEBI Act, 1992 (15 of 1992)

Prashant Saran

Whole Time Member, SEBI

Members appointed under Section 4(1)(d) of the SEBI Act, 1992 (15 of 1992)

M .S .SAHOO

Whole Time Member, SEBI

Member (S.4(1)(d) of the SEBI Act, 1992)

V .K. JAIRATH

Retd. Principal Secretary (Industry) Government of Maharashtra Mumbai

Members appointed under Section 4(1)(d) of the SEBI Act, 1992 (15 of 1992)

Deputy Governor Reserve Bank of India

Member nominated under Section 4(1)(c) of the SEBI Act, 1992 (15 of 1992)

ANAND SINHA

   

SEBI’s  Role  in  Capital  Market      

FUNCTIONS AND POWERS OF SEBI Section 11 of the Act Chapter IV highlights the Powers and Functions of SEBI

FUNCTIONS OF SEBI: The SEBI Act, 1992 has entrusted with two functions, they are • Regulatory functions And • Developmental functions A. Regulation Of Business In The Stock Exchanges B. Registration and Regulation Of The Working Of Intermediaries C. Registration and Regulation Of Mutual Funds, Venture Capital Funds & Collective Investment Schemes D. Promoting & regulating self regulatory organizations E. Prohibiting fraudulent and unfair trade practices in the securities market. F. Prohibition of insider trading G. Investor education and the training of intermediaries H. Inspection and inquiries I. Regulating substantial acquisition of shares and take-overs J. 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; K. Levying fees or other charges for carrying out the purposes of this section L. Conducting research for the above purposes

   

SEBI’s  Role  in  Capital  Market      

DEVELOPMENTAL FUNCTIONS A. Promoting investor’s education B. Training of intermediaries C. Conducting research and publishing information useful to all market participants. D. Promotion of fair practices E. Promotion of self regulatory organizations

POWERS OF SEBI A. Power to call periodical returns from recognized stock exchanges. B. Power to compel listing of securities by public companies. C. Power to levy fees or other charges for carrying out the purposes of regulation. D. Power to call information or explanation from recognized stock exchanges or their members. E. Power to grant approval to byelaws of recognized stock exchanges. F. Power to control and regulate stock exchanges. G. Power to direct enquiries to be made in relation to affairs of stock exchanges or their members.

   

SEBI’s  Role  in  Capital  Market      

H. Power to make or amend byelaws of recognized stock exchanges. I. Power to grant registration to market intermediaries. J. Power to declare applicability of Section 17 of the Securities Contract (Regulation) Act 1956, in any State or area, to grant licenses to dealers in securities.

   

SEBI’s  Role  in  Capital  Market      

CAPITAL MARKET: The capital market is a market for long–term funds both equity and debt-and funds raised within and outside of the country. The primary market refers to the long– term flow of funds from the surplus sector to the government and corporate sector (through primary issues) and to banks and non-banks financial intermediaries (through secondary issues). A primary issue of the corporate sector leads to capital information (creation of net fixed assets and incremental change in inventories). The secondary market is a market for outstanding securities. Unlike primary issues in the primary market which result in capital information, the secondary market facilitates only liquidity and marketability of outstanding debt and equity instruments.

   

SEBI’s  Role  in  Capital  Market      

HISTORY The history of the capital market in India dates back to the 18th century when East India company securities were traded in the country. It has been a long journey for the Indian capital market. Now the capital market is organized, fairly integrated, mature, more global and modernized. The Indian equity market is one of the best in the world in terms of technology as well as value- cum-volume of business. On 31stAugust, 2010 our Indian equity stocks total market capitalization value was around Rs.70, 00,000 crores.

CAPITAL MARKET IN INDIA After the securities are issued in the primary market, they are traded in the secondary market by the investors. The stock exchanges along with a host of other intermediaries provide the necessary platform for trading in secondary market and also for clearing and settlement. The securities are traded, cleared and settled within the regulatory framework prescribed by the Exchanges and the SEBI. Till recently, it was mandatory for the companies to list their securities on the regional stock exchange nearest to their registered office, in order to provide an opportunity to investors to invest/trade in the securities of local companies. However, following the withdrawal of this restriction, the companies have an option to choose from any one of the existing stock exchanges in India to list their securities. Due to the earlier regulation requiring companies to get listed first at the regional stock exchange, there are in all 23 exchanges operating today in the country.

   

SEBI’s  Role  in  Capital  Market      

With the increased application of information technology, the trading platforms of all the stock exchanges are accessible from anywhere in the country through their trading terminals. However, the trading platform of NSE is also accessible through Internet and mobile devices. In a geographically widespread country like India, this has significantly expanded the reach of the exchanges to the homes of ordinary investors and assuaged the aspirations of people to have exchanges in their vicinity. As a result of the reforms/initiatives taken by the Government and the Regulators, the market microstructure has been refined and modernized. The investment choices for the investors have also broadened. The securities market moved from T+3 settlement periods to T+2 rolling settlement with effect from April 1, 2003. Further, straight through processing has been made mandatory for all institutional trades executed on the stock exchange. RBI to settle inter-bank transactions online at real time mode has also introduced real time gross settlement. These developments in the securities market provide the necessary impetus for growth and development, and thereby strengthen the emerging market economy in India.

   

SEBI’s  Role  in  Capital  Market      

IMPORTANCE OF CAPITAL MARKET: The capital market serves a very useful purpose by pooling the capital resources of the country and making them available to the enterprising investors well developed capital markets augment resources by attracting and lending funds on the global scale. A developed capital market can solve this problem of paucity of funds. For an organized capital market can mobilize and pool together even the small and scattered savings and augment the availability of investible funds. While the rapid growth of capital markets, the growth of joint stock business has in its turn encouraged the development of capital markets. A developed capital market provides a number of profitable investment opportunities for small savers.

   

SEBI’s  Role  in  Capital  Market      

ROLE OF SEBI IN THE CAPITAL MARKET: 1. Power to make rules for controlling stock exchange: SEBI has power to make new rules for controlling stock exchange in India. For example, SEBI fixed the time of trading 9 AM and 5 PM in stock market. 2. To provide license to dealers and brokers: SEBI has power to provide license to dealers and brokers of capital market. If SEBI sees that any financial product is of capital nature, then SEBI can also control to that product and its dealers. One of main example is UPIL’S case SEBI said, " It is just like mutual funds and all banks and financial and insurance companies who want to issue it, must take permission from SEBI." 3. To Stop fraud in Capital Market: SEBI has many powers for stopping fraud in capital market. It can ban on the trading of those brokers who are involved in fraudulent and unfair trade practices relating to stock market. It can impose the penalties on capital market intermediaries if they involve in insider trading. 4. To Control the Merger, Acquisition and Takeover the companies: Many big companies in India want to create monopoly in capital market. So, these companies buy all other companies or deal of merging. SEBI sees whether this merge or acquisition is for development of business or to harm capital market. 5. To audit the performance of stock market: SEBI uses his powers to audit the performance of different Indian stock exchange for bringing transparency in the working of stock exchanges.    

SEBI’s  Role  in  Capital  Market      

6. To make new rules on carry - forward transactions: Share trading transactions carry forward can not exceed 25% of broker's total transactions.90 day limit for carry forward. 7. To create relationship with ICAI:ICAI is the authority for making new auditors of companies. SEBI creates good relationship with ICAI for bringing more transparency in the auditing work of company accounts because audited financial statements are mirror to see the real face of company and after this investors can decide to invest or not to invest. Moreover, investors of India can easily trust on audited financial reports. After Satyam Scam, SEBI is investigating with ICAI, whether CAs are doing their duty by ethical way or not. 8. Introduction of derivative contracts on Volatility Index: For reducing the risk of investors, SEBI has now been decided to permit Stock Exchanges to introduce derivative contracts on Volatility Index, subject to the condition that; – The underlying Volatility Index has a track record of at least one year. b. The Exchange has in place the appropriate risk management framework for such derivative contracts. – Before introduction of such contracts, the Stock Exchanges shall submit the following: a. Contract specifications b. Position and Exercise Limits c. Margins d. The economic purpose it is intended to serve e. Likely contribution to market development

   

SEBI’s  Role  in  Capital  Market      

f. The safeguards and the risk protection mechanism adopted by the exchange to ensure market integrity, protection of investors and smooth and orderly trading. g. The infrastructure of the exchange and the surveillance system to effectively monitor trading in such contracts, and h. Details of settlement procedures & systems i. Details of back testing of the margin calculation for a period of one year considering a call and a put option on the underlying with a delta of 0.25 & -0.25 respectively and actual value of the underlying. 9. To Require report of Portfolio Management Activities: SEBI has also power to require report of portfolio management to check the capital market performance. Recently, SEBI sent the letter to all Registered Portfolio Managers of India for demanding report. 10. To educate the investors: Time to time, SEBI arranges scheduled workshops to educate the investors. On 22 may 2010 SEBI imposed workshop. If you are investor, you can get education through SEBI leaders by getting update information on this page.

   

SEBI’s  Role  in  Capital  Market      

PRIMARY MARKET: INTRODUCTION: -

Primary market provides opportunity to issuers of securities, Government as well as corporate, to raise resources to meet their requirements of investment and/or discharge some obligation. The issuers create and issue fresh securities in exchange of funds through public issues and/or as private placement. They may issue the securities at face value, or at a discount/premium and these securities may take a variety of forms such as equity, debt or some hybrid instrument. They may issue the securities in domestic market and/or international market through ADR/GDR/ECB route.

SEBI & PRIMARY MARKET: -   Measures undertaken by SEBI: A. Entry norms B. Promoters’ contribution C. Disclosure D. Book building E. Allocation of shares F. Market intermediaries

   

SEBI’s  Role  in  Capital  Market      

– Entry norms: 1. Track record of dividend payment for minimum 3 yrs preceding the issue. 2. Already listed companies - when post-issue net worth becomes more than 5 times the pre-issue networth. 3. For Manufacturing company not having such track record – appraise project by a public financial institution or a scheduled commercial bank. 4. For corporate body – 5 public shareholders for every Rs.1 lakh of the net capital offer made to the public 5. Banks – 2 yrs of profitability for issues above par. Offer documents to companies.

– Promoters’ contribution: 1. Should not be less than 20% of the issued capital. 2. Receiving of promoters’ contribution. 3. Lock in period as per SEBI. 4. Cases of non-under written public issues.

– Disclosure: 1. Draft prospectus 2. Un audited financial results

   

SEBI’s  Role  in  Capital  Market      

– Book building: 1. SEBI recommends two-tier under writing system. 2. One of the modes of public issue thru prospectus. 3. Role of syndicate members and book runners. 4. Minimum 30 centers.

– Allocation of shares:1. Minimum application of shares. 2. Reservation for small investors. 3. Allotment of securities.

– Market intermediaries:1. Licensing of merchant bankers 2. Licensing of underwriters, registrars, transfer agents, etc., 3. Merchant bankers net worth – Rs.5 crores 4. Segregate fund based from fee based activities.

   

SEBI’s  Role  in  Capital  Market      

Role of SEBI with respect to Public Issues The Securities and Exchange Board of India (SEBI) govern the rules, regulations and procedures relating to public issues in India. Any company going public in India should get approval from SEBI before opening its IPO. Issuer company's lead managers submit the public issue prospectus to SEBI, provide clarification, make changes to the prospectus suggested by SEBI and get it approve. In simple words SEBI validate the IPO prospectus and make sure all the declaration made in this document are correct and also make sure that document has enough information to help investors to take decision before applying shares in an IPO.

   

SEBI’s  Role  in  Capital  Market      

What are the different kinds of Issues? Primarily issues can be classified as a Public, Rights or preferential issues (also known as private placements). When public and rights issues involve a detailed procedure, private placements or preferential issues are relatively simpler. The classification of issues is illustrated below;

Issues  

Public  

                   Private  Placement  

Rights  

Private  Placement       (for  unlisted   companies)  

Preferential  Issue                                                                 Qualified  Institutions   (for  listed   Placement    (for  listed   companies)  

companies)   Initial  Public  Offering   (for  unlisted  companies)  

Further  Public  Offering   (For  listed  companies)  

 

Fresh  Issues  

Offer  for  Sale  

Fresh  Issue  

Offer  for  sale  

Public issues can be further classified into initial Public offerings and further public offering. In a public offering, the issuer makes an offer for new investors to enter its shareholding family. The issuer company makes detailed disclosures as

   

SEBI’s  Role  in  Capital  Market      

per the DIP guidelines in its offer document and offers it for subscription. The significant features are illustrated below: Initial Public Offering (IPO)is when an unlisted company makes either a fresh issue of securities or an offer for sale of its existing securities or both for the first time to the public. This paves way for the listing and trading of the issuer’s securities. A Further Public Offering (FPO)is when already listed company makes either a fresh issue of securities to the public or an offer for sale to the public, though an offer document. An offer for sale is such scenario is allowed only if it is made to satisfy listing or continuous listing obligations. Rights Issue (RI)is when a listed company which proposes to issue fresh securities to its existing shareholders as on a record date. The rights are normally offered in a particular ratio to the number of securities held prior to the issue. This route is best suited for the companies who would like to raise capital without diluting stake of its existing shareholder unless they do not intend to subscribe to their entitlements. A private placement is an issue of shares or of convertible securities by a company to a selected group of persons under section 81 of the companies Act, 1956, which is neither a right issue nor a public issue. This is a faster way for a company to raise equity capital. A private placement of share or of convertible securities by a listed company is generally known by name of preferential allotment. A listed company going for preferential allotment has to comply with the requirements contained in Chapter Xlll of SEBI (DIP) Guidelines pertaining to preferential allotment in SEBI (DIP) guidelines which inter-alia include pricing disclosures in notice etc, in addition to the requirements specified in the Companies Act.    

SEBI’s  Role  in  Capital  Market      

A Qualified Institutions Placementis a private placement of equity shares or securities convertible in to equity shares by listed company to qualified institutions Buyers only in terms of provision of chapter XlllA of SEBI (DIP) guidelines. The Chapter contains provision relating to pricing, disclosures, currency of instruments etc.

   

SEBI’s  Role  in  Capital  Market      

SECONDARY MARKET INTRODUCTION Secondary market is the place for sale and purchase of existing securities. It enables an investor to adjust his holdings of securities in response to changes in his assessment about risk and return. It also enables him to sell securities for cash to meet his liquidity needs. It essentially comprises of the stock exchanges, which provide platform for trading of securities and a host of intermediaries who assist in trading of securities and clearing and settlement of trades. The securities are traded, cleared and settled as per prescribed regulatory framework under the supervision of the Exchanges and oversight of SEBI.

LISTING OF SECURITIES: Listing means admission of securities of an issuer to trading privileges on a stock exchange through a formal agreement. The prime objective of admission to dealings on the Exchange is to provide liquidity and marketability to securities, as also to provide a mechanism for effective management of trading.

   

SEBI’s  Role  in  Capital  Market        

SEBI & SECONDARY MARKET:   Reforms in the secondary market: A. Governing board B. Infrastructure C. Settlement & clearing D. Debt market E. Price stabilization F. Delisting G. Brokers H. Insider Trading

– Governing board 1. Brokers and non-brokers representation made 50:50 2. 60% of brokers in arbitration, disciplinary & default committees 3. For trading members 40% representation

– Infrastructure 1.

On-line screen based trading terminals

– Settlement & clearing 1. Weekly settlements 2. Auctions for non-delivered shares within 80 days of settlement 3. Advice to set up clearing houses, clearing corporation or settlement guarantee fund. 4. Warehousing facilities permitted by SEBI.

   

SEBI’s  Role  in  Capital  Market      

– Debt market segment 1.

Regulates thru SEBI (depository & participants) regulation Act

1996. 2.

Listing of debt instruments

3.

Investment. Range for FIIs

4.

Dual rating for above Rs.500 million

– Price stabilization 1. Division to monitor the unusual movements in prices. 2. Monitor prices of newly listed scrip from the first day of trading. 3. Circuit breaker system and other monitoring restrictions could be applied 4. Imposing of special margins of 25% on purchase in addition to regular margin. 5. Price filters 6. Price bands

– Delisting 1. On voluntary de-listing from regional stock exchanges – buy offer to all share holders 2. Promoters to buy or arrange buyers for the securities 3. 3 yrs listing fees from companies and be kept in Escrow A/c with the stock exchange.

   

SEBI’s  Role  in  Capital  Market      

SEBI & CENTRAL GOVT – The Central Government has power to issue directions to SEBI Board, supersede the Board, if necessary and to call for returns and reports as and when necessary. The Central Government has also power to give any guideline or to make regulations and rules for SEBI and its operations. – The activities of SEBI are financed by grants from Central Government, in addition to fees, charges etc. collected by SEBI. The fund called SEBI General Fund is set up, to which, all fees, charges and grants are credited. This fund is used to meet the expenses of the Board and to pay salary of staff and members of the body.

   

SEBI’s  Role  in  Capital  Market      

SEBI and FIIs – Union Govt. allowed1. Foreign Institutional Investors (FIIs) 2. Non-Resident Indians (NRIs), and 3. Persons of Indian Origin (PIOs) To enter into both Primary & Secondary market in India through the portfolio investment scheme (PIS), under liberalized policy regime. Under this scheme, FIIs/NRIs can acquire shares/debentures of Indian companies through the stock exchanges in India.

– Implications: 1. Affects the sensex movements 2. Determines the market indications 3. Guidelines announced in 1992 4. In 1993, 12 FIIs got registered 5. At the end of 1996-97, 439 FIIs were registered 6. Can trade in securities of listed companies including OTCEI.

– The ceiling for overall investment for FIIs:1. 24% of the paid up capital of the Indian company 2. 10% for NRIs/PIOs. 3. 20% of the paid up capital in the case of public sector banks, including the State Bank of India.    

SEBI’s  Role  in  Capital  Market      

– Modifications in ceilings:1. The ceiling of 24 % for FII investment can be raised up to sectoral cap/statutory ceiling, subject to the approval of the board and the general body of the company passing a special resolution to that effect. 2. The ceiling of 10 % for NRIs/PIOs can be raised to 24% subject to the approval of the general body of the company passing a resolution to that effect.

– Monitoring Foreign Investments: 1. The Reserve Bank of India monitors the ceilings on FII/NRI/PIO investments in Indian companies on a daily basis. 2. For effective monitoring of foreign investment ceiling limits, the Reserve Bank has fixed cut-off points that are two percentage points lower than the actual ceilings.

– SEBI guidelines for FIIs: 1. According to the 1995 regulations, FIIs should hold certificate granted by SEBI to trade in Indian stock market.To grant the certificate the applicant should – a) Have track record, professional & competence record, financial soundness general reputation of fairness and integrity. b) Regulated by an appropriate foreign regulatory authority. c) Permission under the provisions of FERA Act 1973.(FEMA - 2006)    

SEBI’s  Role  in  Capital  Market      

Valid up to 5 yrs.

   

SEBI’s  Role  in  Capital  Market      

AMENDMENTS 1. Amendments to the SEBI: (Issue of capital and disclosure requirement) Regulation, 2009 SEBI (Issue of capital and disclosure requirement) Regulation, 2009 were amended on April 13, 2010. The important changes made by this amendment are as follows: a. Fees for filing draft letter of offer in right issues have been rationalized. b. All types of investors including qualified to bring in 100 percent of the application money as margin along with the application for securities in public c. Reservation for employees in public/rights issues have been made available to employee of subsidiaries and material associates of the issuer whose financial statements is consolidated with issuer’s financial statements. Also, as regard to reservation made by issuer on competitive basis, the same can be done in the case of a new issuer, to persons who are in the permanent and full time employment of the promoting companies excluding the promoters and immediate relatives of the promoter of such companies.

   

SEBI’s  Role  in  Capital  Market      

2. Amendments to the SEBI: (Issue of Capital and Disclosure Requirement) Regulations, 2009 SEBI(Issue of Capital and Disclosure Requirement) Regulations 2009 were amended on November 12, 2010. The important changes made by this amendment are as follows: a. A director shall disclose in the offer document the details of directorship if any, of the companies whose shares have been/were suspended from trading, for more than three months by a stock exchange in the five years period preceding the date of filing the draft offer document. Such disclosure is also to be made by the director of the companies whose shares were delisted when he was director of such delisted companies. b. Insurance funds set up by the department of post life insurance fund and rural postal life insurance fund are accorded status of a qualified institutions buyer (QIB). c. The need to make public announcement by issuers on the same day or the next day after filing draft offer document with SEBI. d. In case or preferential issues where any promoter or any promoter group entity has previously subscribed to the warrants of the company but failed to excise the warrants, the promoters and promoter group shall be ineligible for issue of equity shares or convertible securities or warrants for a period of one year from the date of expiry of the currency/cancellation of the warrants. e. Merchant bankers are to submit a compliance certificate as to whether the content of the new reports of the new reportthat appears after filing of draft offer document.    

SEBI’s  Role  in  Capital  Market      

f. Only one payment option to be given to investors i.e. either part payment on application with balance money to be paid in calls, or full payment on application. g. Limit on retail individual investor application increased from 1,00,000/- to 2,00,000/- across all public issues. h. Companies are mandated to have a preannounced fixed pay date for the payment of dividends and for credit of bonus shares.

3. Amendments to the SEBI (Merchant Bankers) Regulations, 1992

By SEBI(Issue of capital and disclosure requirement) (Third Amendments) Regulations, 2010 Chapter XA was inserted which prescribed procedures for issuance of specified securities by small and medium enterprise (SME’s). By this amendment, merchant bankers were enabling to market making in accordance with Chapter XA of SEBI (Issue of capital and disclosure requirements) regulations, 2009. Further, the merchant banker, alone or jointly associated with the issue, is required to underwrite at least 15 percent of the issue size.

   

SEBI’s  Role  in  Capital  Market      

CONSENT ORDER: SEBI has brought the concept of consent order/compounding of offence into force for resolving the disputes in smoother manner through negotiation and discussions instead of lengthy litigations. Consent order means an order settling administrative or civil proceedings between the regulatory and a person (party) who may prima facie be found to have violated securities laws. Here, administrations/civil enforcement actions include issuing directions, suspensions or cancellations of certificate of registration, imposition of monetary penalty, pursuing suits and appeals in court and securities appellate tribunal (SAT). It may settle all issues or claims are being reserved. Consent order provides flexibility of wider array of enforcement and remedial actions, which will achieve the twin goals of an appropriate sanction, remedy and deterrence without resorting to litigation, length proceedings and consequent delays. Compounding of offence can take place after filing criminal complaint by SEBI. Compounding is a process whereby an accused pays compounding charges in lieu of undergoing consequences of prosecution. Prosecution includes filing of criminal complaints before various criminal courts by SEBI for violation of provision of security laws, which may lead to imprisonment and/or fine. Compounding of offence allows the accused to avoid a lengthy process of criminal prosecution, which would save cost, time, mental agony, etc in return for payment of compounding charges

   

SEBI’s  Role  in  Capital  Market      

Case study: Dr. WELLMAN’S HOMOEOPATHIC LABORATORY LIMITED (CONSENT APPLICATION NO. 2144/2010) 1.

Dr. Wellman’s Homoeopathic Laboratory Limited (hereinafter referred to as ‘the applicant’) having its registered office at A - 23, Mandakini Enclave, Alaknanda G K-II, New Delhi – 110019 voluntarily filed an application for consent, vide letter dated October 05, 2010 in terms of the SEBI Circular No. EFD/ED/Cir-1/2007 dated April 20, 2007, proposing the settlement, through a consent order, for delayed compliance of the provisions of regulation 13(6) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 (hereinafter referred to as “the Regulations”) for the years 1996, 2009 and 2010. 2. The applicant, has submitted that for the years 1996, 1997, 2009 and 2010, its promoters had made the requisite disclosures to it, in pursuance regulation 13 of the Regulations. However, for the aforesaid years, the applicant made the requisite disclosures to the stock exchanges under regulation 13(6) of the Regulations with delays ranging from 182 days to 5217 days. 3. The applicant, vide letter dated December 22, 2010 has proposed the revised consent terms to settle the said delay in compliance on payment of `3,60,000/(Rupees Three Lakh and Sixty Thousand Only) towards settlement charges. 4. The High Powered Advisory Committee, constituted by SEBI, considered the consent terms proposed by the applicant, vide letter dated December 22, 2010 and recommended the case for settlement on payment of 3,60,000/(Rupees Three Lakh and Sixty Thousand Only) towards settlement charges. SEBI accepted the said recommendations of the Committee and communicated the same to the applicant, vide letter dated    

SEBI’s  Role  in  Capital  Market      

March 13, 2012. 5. Accordingly, the applicant, vide demand draft no. “126082” dated March 19, 2012 drawn on Axis Bank Ltd., NOIDA and payable at Mumbai, remitted a sum of `3,60,000/- (Rupees Three Lakh and Sixty Thousand Only) towards the settlement charges. 6. In view of the above, the said delay in compliance of the provisions of regulation 13(6) of the Regulations, as enumerated in the aforementioned consent application, is settled as per above consent terms and the Securities and Exchange Board of India shall not initiate any enforcement action against the applicant for the said delay in compliance. 7. This order is without prejudice to the right of the Securities and Exchange Board of India to initiate enforcement actions against the applicant for the above mentioned delay in compliance, if: a. any representation made by the applicant in this consent proceeding is subsequently discovered to be untrue; or b. the applicant breaches any of the consent terms or undertakings filed in this consent proceeding. 8. This consent order is passed on this the 17th day of May, 2012 and shall come into force with immediate effect. PRASHANT SARAN WHOLE TIME MEMBER RAJEEV KUMAR AGARWAL WHOLE TIME MEMBER

   

SEBI’s  Role  in  Capital  Market      

ADVANTAGES OF SEBI A. It promotes healthy and orderly growth of securities market and protects investors. B. It helps in maintaining stedy flow of savings into capital market. C. It helps in regulating security market and ensures fair practice by issuers to help them rais resources at minimum cost. D. It promotes efficient services by brokers, merchant bankers and other intermediaries to make them professional and competitive. E. It helps and contributes in promoting investor education, training of intermediaries and it conducts research and provide information to market participants. F. SEBI operated to develop the capital market.

LIMITATIONS OF SEBI A. No dent on price manipulation. B. Poor rate of conviction and very few cases of exemplary penal action. C. No due process for framing/changing regulations. D. Waking up to trouble spots too late in the day. E. Turning a blind eye in bullish market. F. Implementation of existing disclosure norms inadequate. G. No warning on US-64, MIPs, collective investment and finance schemes H. Regulatory bias towards corporate sector and large investors. I. Indications of extraneous pressures, including government. J. No disclosure norms for mergers, demergers, asset sell-offs, inter-corporate transactions.

   

SEBI’s  Role  in  Capital  Market      

The Story of Two Scams • The story is quite similar. Only the starcast has changed. In the 1992 scam, it was Harshad Mehta, now it’s Ketan Parekh. • Both are big Bulls. • Both Bulls used to buy stocks at rock-bottom prices and then push it up. • Although both are of Gujarati origin, Ketan Parekh belong to a family where his father and grandfather were also traders in the stock market, but Harshad Mehta had no such background. • Harshad Mehta was very much media savvy while KP kept away from media publicity

despite

his

big

investments

in

media

companies

including

AmitabhBachchanm Corporation, Mukta Arts, Tips Industries, PritishNandy Communications, Mid-Day, Zee Telefilms, Crest Communication, Penta Media Graphics and TV 18 India. • In both these scams, banks were involved. • In the Harshad Mehta scam, the controversy was related to bankers’ receipts, while it was pay order in the Ketan Parekh scam. • In both these scams, promoters of companies and certain close cronies were involved. Harshad operated through a close network of brokers while Ketan had a wider network of brokers, even those located in Calcutta. • In the Hashad Mehta scam, foreign banks including Citibank, Standard Chartered and ANZ Grindlays were involved. In the Ketan Parekh scam, foreign institutional investors including Credit Suisse First Boston and JM Morgan Stanley are involved. • Both these scams occurred in spite of presence of SEBI.    

SEBI’s  Role  in  Capital  Market      

• In the case of Harshad Mehta scam, the State Bank of India suffered the loss of Rs. 660 crore while Ketan Parekh owes around Rs 130 crore to the Bank of India. • Favorite stocks of Harshad Mehta were “Old Economy” stocks such as ACC, Apollo Tyres, Reliance and Tisco. While Ketan Parekh, was playing with “New Economy” stocks such as HFCL, Aftek Infosys, Global Trust Bank and Pentasoft. • After the scam, Harshad Mehta was not legally allowed to trade but he carried out trading through his front companies. One does not know yet the fate of Ketan Parekh. • A JPC probe was ordered into Harshad Mehta scam by the then government. Now another JPC will probe into KP scam. The JPC report on Harshad Mehta scam is gathering dust; one does not know the fate of this JPC report.

The official response: bolting the stable doors after the horses has fled: Smelling deliberate price rigging, the Ministry of Finance asked the SEBI to launch investigations into the matter. The SEBI is investigating the books of some 20 big players to find out whether unwarranted deals were carried out. As the news of higher exposure of private banks and cooperative banks to stock markets came to light, the RBI also initiated parallel investigations.    

SEBI’s  Role  in  Capital  Market      

After the market crash, the SEBI has launched a series of measures to halt the decline in the financial markets. Some of the measures are listed below. 1. All brokers acting as directors and other office bearers of the Bombay Stock Exchange have been suspended for alleged insider trading. In order to prevent misuse of sensitive information by broker-directors, stock markets will be corporatized soon. 2. To contain volatility, SEBI has imposed an additional 10 per cent volatility margins on all the A Group shares and additional margins on stocks in Automated Lending and Borrowing Mechanism (ALBM) and Borrowing and Lending of Securities Scheme (BLESS). 3. The SEBI has also imposed volatility margins on net outstanding sale positions of FIIs, financial institutions, banks and mutual funds. 4. On March 8, 2001, the SEBI banned naked short sales. In simple words, it means that all short sales have to be covered by an equal amount of long purchases. 5. Cutting gross exposure limit for brokers to 10 times the base capital in the case of National Stock Exchange (NSE) and to 15 times in case of other stock    

SEBI’s  Role  in  Capital  Market      

exchanges. 6. Rolling settlements (which ensures that the settlement takes place five days after trading) will now be compulsory. 7. In order to increase liquidity, SEBI has allowed banks to offer collateralized lending only through BSE and NSE. 8. Launching of trade guarantee fund to guarantee all transactions.

   

SEBI’s  Role  in  Capital  Market      

Regulation: To little and Too late All the above-mentioned instances of frauds and manipulations reveal the weak regulatory and supervisory framework in India. It also points out the lax attitude of the regulatory authorities to prevent such frauds. The surveillance system of regulatory authorities is in such a bad state that they had absolutely no clue while the frauds were being committed. Unfortunately, in most of the instances, the response of the regulatory agencies has been reactive rather than proactive. Like popular Indian movies, the regulatory agencies came into the picture when the damage had already been done. This is despite the fact that regulatory authorities have an armory of instruments at their disposal to prevent such frauds. According to L C Gupta, former member of SEBI Board, even when actions are taken, they are generally ad hoc in nature. Because of these reasons, there is a growing feeling that the regulatory authorities, particularly the SEBI, tend to protect the interests of big players rather than small investors. It is common knowledge that there are not only bear cartels but also bull cartels playing their games in the Indian financial markets. Why SEBI has not taken any action against such cartels in the past? What about insider trading, which is so rampant in the Indian markets? What about circular trading (a group of brokers buy and sell shares to generate volumes in specific stocks basically to lure other investors) so prevalent in the Indian markets? Why the proposal for Uniform settlement cycle across different exchanges has not been implemented for the past five years? Why didn’t SEBI take early action to prevent the nexus of the    

SEBI’s  Role  in  Capital  Market      

brokers and directors running the stock exchanges? Why SEBI has not taken any action regarding the Indian money routed through the FIIs? Why the SEBI turned a blind eye to the illegal business transactions in Calcutta Stock Exchange? These are some of the questions SEBI has so far not answered. These questions not only expose the incompetence of SEBI but also the lack of political will among our policy makers. Although our policy makers are keen to adopt the Anglo-Saxon system of running the domestic financial sector, they have ignored the fact that such financial frauds would have attracted tough punitive measures even in the so-called “free market” economies such as the US and Hong Kong. In these countries, insider trading and short selling are serious offences. Further, there is a speedy investigation mechanism in place and the culprits are quickly booked. Not long ago, the junk bond trader Michael Milken spent several years in jail besides paying nearly $1 billion in penalties. Further, he was debarred from entering stock markets for the whole life. The notorious manipulator, Ivan Boesky, was also jailed for his involvement in insider trading. Likewise, two financial journalists were jailed in the US for 18 years on the charge of insider trading.

On the contrary, the situation in India is completely different. Scamsters and fraudsters are well-respected public figures in India, whose advice is frequently sought by financial markets and the media. Instead of spending their lifetime in jail, scamsters lead a lavish lifestyle and write newspaper columns. The cases against Harshad Mehta and his associates in the securities scam of 1992 are still pending in the court. Almost ten years have passed; still no one has any clue when these culprits will finally be punished.    

SEBI’s  Role  in  Capital  Market      

RECOMMENDATION A.Enhancing disclosures: 1. In most case only the minimum information required under the Companies Act is made available 2. The manner in which the swap ratio is fixed and what the management thinks of the same is largely taken for granted. 3. Valuation reports are made available for inspection, but access is not easy for all investors.

B. Inability To Utilize The Existing Powers Effectively:1. SEBI could initiate prosecution proceedings on insider trading only in one case and seven cases on fraudulent and unfair practices. 2. Only in seven of the 181 cases, SEBI resorted to cancellation of registration during the last four years. 3. Though SEBI has the power to impose a penalty of Rs 1.50 lakhs every time a person fails to furnish the requisite information, but rarely has this power has been exercised by it. 4. The provision for mandatory punishment of imprisonment in addition to award for penalty has scarcely has been used.

   

SEBI’s  Role  in  Capital  Market      

C.Quality Of Decisions: 1. What is worrying is the poor rate of conviction in major cases. Virtually every SEBI decision involving major cases — such as Sterlite, BPL, Videocon, AnandRathi and Associates and Hindustan Lever — has been overturned by the appeals process (or the Securities Appellate Tribunal).

D.Accounting, audit quality: 1. The plethora of inter-corporate investments, intra-company and intra-group transactions, guarantees and contingent liabilities are areas where there is room for considerable concern.

E - Price Manipulation — No Dent: 1. Price manipulation, informed trading and insider trading with key operators/investors is now routine. This is an area that is difficult to tackle for any regulator. But over the last ten years, SEBI has taken action on such price manipulation in just two cases (Bayer ABS and Amara Raja Batteries). Here, too, the penal action has hardly been stringent

F – Enticing ads and investor risk: -

   

SEBI’s  Role  in  Capital  Market      

1. Advertisement sans indication of performance by mutual funds has continued regardless of the SEBI guidelines on this. 2. The Securities and Exchange Board of India (Sebi) is being blamed for lack of alertness and poor risk-management measures with regard to the automated lending and borrowing mechanism..

   

SEBI’s  Role  in  Capital  Market      

CONCLUSION Reforms in the securities market, particularly establishment and empowerment of SEBI, allocation of resources by market, screen based nation-wide trading, dematerialization and electronic transfer of securities, availability of derivatives of securities, etc. have greatly improved the regulatory framework and efficiency and safety of issue, trading clearing and settlement of securities. However, efforts are on to improve working of the securities market further. The main change, which has witnessed the Indian securities market, is that earlier trading in both primary market and secondary market was done physically and is now replaced by electronic systems available for trading. With an strengthening of the regulatory system and introduction of various Acts has empowered the Indian securities market and therefore has become a better option for investing the resources, we can also see that no of people investing in securities be it Mutual Funds, Derivatives, in Equity Market, in Debt Market is on increase and will also further increase with more sophistication of technology and not to forget legislation authorities protecting rights of investors. Security exchange board of India SEBI have been playing an important role in regulating the business in stock exchanges and any other securities markets and to protect the interests of investors. The emergence of the securities market resulted as a major source of finance for trade and industry across India. A growing number of companies are accessing the securities market rather than depending on loans from FIs/banks. Moreover the Indian securities market is contributing to Indian GDP growth immensely. The

   

SEBI’s  Role  in  Capital  Market      

capital mobilization in both primary market and secondary market has been witnessing phenomenal growth over the years. Indian securities market is getting increasingly integrated with the rest of the world. Indian companies have been permitted to raise resources from abroad through issue of ADRs, GDRs, FCCBs and ECBs. ADRs/GDRs have two-way fungibility. Indian companies are permitted to list their securities on foreign stock exchanges by sponsoring ADR/GDR issues against block shareholding.

   

SEBI’s  Role  in  Capital  Market      

BIBLOGRAPHY REFERENCE BOOKS:-

1] Investments and securities market in India, by Dr. V.A. Avadhani-( Himalaya publishing House 1999). 2] Securities Market and Products, by IIBI (Taxman publication 2009). 3] Financial Market Operations, by Dr. AlokGoyal, MridulaGoyal-(F K Publications). 4] Capital markets of India: an investor's guide, by Alan R. Kanuk-(Wiley Publications).

WEBSITES:-

www.sebi.gov.in www.nseindia.com www.nsdl.co.in www.wikipedia.com www.google.co.in