Taxmann's SEBI Manual

PAGE

CONTENTS PAGE

List of Rules/Regulations List of Circulars/Notifications/Press Notes List of Master Circulars List of COVID-19 Circulars

I-31 I-35 I-53 I-55

DIVISION ONE SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 u

Arrangement of Regulations

u

Text of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018

1.i

u

Clarifications

1.3 1.369

DIVISION TWO SEBI ACT, 1992 u

Arrangement of Sections

2.3

u

Text of Securities and Exchange Board of India Act, 1992 as amended upto date

2.9

u

Notifications issued under Securities and Exchange Board of India Act, 1992

2.57

DIVISION THREE SECURITIES CONTRACTS (REGULATION) ACT, 1956 WITH RULES/REGULATIONS u

Securities Contracts (Regulation) Act, 1956 as amended up to date

u

Securities Contracts (Regulation) Rules, 1957

3.55

u

Securities Contracts (Regulation) (Procedure for Holding Inquiry and Imposing Penalties) Rules, 2005

3.85

u

Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018

3.91

u

Securities Contracts (Regulation) (Manner of Increasing and Maintaining Public Shareholding in Recognised Stock Exchanges) Regulations, 2006

3.137

I-5

3.3

CONTENTS

I-6 PAGE

u u

Securities Contracts (Regulation) (Appeal to Securities Appellate Tribunal) Rules, 2000 Clarifications

3.147 3.159

DIVISION FOUR SEBI RULES, REGULATIONS AND GUIDELINES 4.1 ALTERNATIVE INVESTMENT FUNDS u u u u u u u u u u u u u u u u

Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 Operational, Prudential and Reporting Norms for Alternative Investment Funds (AIFs)

Amendment to SEBI (Alternative Investment Funds) Regulations, 2012 Guidelines on disclosures, reporting and clarifications under AIF Regulations Application for change in category of Alternative Investment Fund Guidelines on overseas investments and other issues/clarifications for AIFs/VCFs Participation of Category III Alternative Investment Funds (AIFs) in commodity derivatives market Online filing system for Alternative Investment Funds Filing of term sheet by Angel Funds Operating guidelines for Alternative Investment Funds in International Financial Services Centres Disclosure Standards for Alternative Investment Funds (AIFs) Collection of Stamp Duty on Issue, Transfer and Sale of Units of AIFs Processing of applications for registrations of AIFs and launch of schemes 2021 Amendment to Regulation 20(6) of SEBI (AIF) Regulations, 2012 Regulatory reporting by AIFs Relaxation in compliance with requirements pertaining to AIFs and VCFs

4.3 4.36B 4.44 4.45 4.55 4.56 4.60 4.61 4.62 4.64 4.67 4.137 4.138 4.139 4.140 4.164

4.2 BANKERS TO AN ISSUE u

Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994

4.166

I-7

CONTENTS PAGE

u

Acceptance of public issue applications by banks

4.182

u

Public rights issues by Bankers to an Issue

4.182

u

Submission of details of shares applications/application monies received from investors by Banker to an Issue to be furnished to Registrar of Issue

4.183

u

Reporting of information on a periodic basis

4.184

u

Strengthening guidelines and raising industry standards for RTA, issuer companies and Banker to an issue

4.191

u

Processing of Investor Complaints in SEBI Complaints Redress System (SCORES)

4.196

4.3 BUY-BACK OF SECURITIES u

Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018

4.197

4.4 CERTIFICATION OF ASSOCIATED PERSONS IN SECURITIES MARKETS u

Securities and Exchange Board of India (Certification of Associated Persons in the Securities Markets) Regulations, 2007

4.217

u

Notifications issued under regulation 3 of Securities and Exchange Board of India (Certification of Associated Persons in Securities Markets) Regulations, 2007

4.221

4.5 COLLECTIVE INVESTMENT SCHEME u

Securities and Exchange Board of India (Collective Investment Schemes) Regulations, 1999

4.230

u

Art Funds covered by Collective Investment Scheme

4.287

4.6 CREDIT RATING AGENCY u

Securities and Exchange Board of India (Credit Rating Agencies) Regulations, 1999

4.288

u

Master Circular for Credit Rating Agencies

4.311

u

Enhanced disclosure and transparency norms for credit rating agencies

4.350

u

Enhanced Governance norms for Credit Rating Agencies (CRAs)

4.363

u

Review of post-default curing period for CRAs

4.363

u

Standardizing and Strengthening Policies on Provisional Rating by Credit Rating Agencies (CRAs) for Debt Instruments

4.364

CONTENTS

I-8 PAGE

4.7 CUSTODIAN u

Securities and Exchange Board of India (Custodian) Regulations, 1996

4.367

u

Uniform norms and practices for custodians

4.383

u

Format of payment of annual fee as required by SEBI (Custodian of Securities) (Second Amendment) Regulations, 2006

4.385

u

Submission of monthly reports

4.386

u

Submission of monthly reports by custodians

4.390

u

Online registration mechanism for custodian

4.390

4.8 DEBENTURE TRUSTEES u

Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993

4.392

u

Master Circular for Debenture Trustees (DTs)

4.418

u

Submission of Quarterly Reports by Debenture Trustees

4.436

u

Enhanced disclosure in case of listed debt securities

4.445

u

Standardisation of procedure to be followed by Debenture Trustee(s) in case of default by issuers of listed debt securities

4.446

u

Creation of security in issuance of listed debt securities and due diligence by debenture trustee(s)

4.448

u

Contribution by Issuers of Listed or Proposed to be Listed Debt Securities towards Creation of Recovery Expense Fund

4.453

4.9 DEBT SECURITIES/COMMERCIAL PAPERS ISSUE AND LISTING OF u

Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008

4.463

u

Securities and Exchange Board of India (Issue and Listing of Municipal Debt Securities) Regulations, 2015

4.495

u

Base issue size, minimum subscription, retention of over-subscription limit and further disclosures in the prospectus for public issue of debt securities

4.533

u

Framework for listing of commercial Paper

4.540

u

Public issue of debt securities - Prohibition on payment of incentives

4.544

u

System for making Application to Public Issue of Debt Securities

4.545

I-9

CONTENTS PAGE

u

Reduction of time-line for Transfer of Equity shares and prescription of time-line for Transfer of Debt Securities

4.553

u

Contents of application form and abridged prospectus for Public Issue of Debt Securities

4.554

u

Submission of accounts for debt securities issued under SEBI (Issue and Listing of Debt Securities by Municipalities) Regulations, 2015

4.563

u

Disclosure requirements for issuance and listing of green debt securities

4.564

u

Fund Raising by Issuance of Debt Securities by large entities

4.566

u

Guidelines for issue and listing of structured products/market linked debentures

4.573

u

Standardization of timeline for listing of securities issued on a private placement basis

4.576

u

Contribution by issuers of listed or proposed to be listed debt securities towards creation of recovery expense fund

4.577

u

Introduction of Unified Payments Interface (UPI) mechanism and Application through Online interface and Streamlining the process of Public issues of securities

4.579

4.10 DELISTING OF SECURITIES u

Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021

4.585

u

Applicability of delisting regulations - Transitional provisions

4.610

u

Restrictions on promoters and whole-time directors of compulsorily delisted companies pending fulfilment of exit offers to the shareholders

4.610A

u

Timelines for counter offer process

4.610B

4.11 DEPOSITORIES u

Depositories Act, 1996 as amended up to date

4.611

u

Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018

4.628

u

Depositories (Appeal to Securities Appellate Tribunal) Rules, 2000

4.675

u

Depositories (Appeal to the Central Government) Rules, 1998

4.684

u

Depositories (Procedure for Holding Inquiry and Imposing Penalties) Rules, 2005

4.689

u

Master Circular for Depositories

4.692

CONTENTS

I-10 PAGE

u

Master Circular for Stock Exchanges and Depositories

4.973

u

Operational guidelines for Transfer and Dematerialization of re-lodged physical shares

4.978

u

Guidelines for Business Continuity Plan (BCP) and Disaster Recovery (DR) of Market Infrastructure Institutions (MIIs).

4.980

u

Centralized Database for Corporate Bonds/Debentures

4.983

4.12 DEPOSITORY RECEIPTS SCHEME, 2014 u

Depository Receipts Scheme, 2014

4.995

u

Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depositary Receipt Mechanism) Scheme, 1993

4.1000

u

Issue of Foreign Currency Exchangeable Bonds Scheme, 2008

4.1015

u

Companies (Issue of Global Depository Receipts) Rules, 2014

4.1018

u

Framework for issue of Depository Receipts

4.1020

4.13 DERIVATIVES u

Master Circular on Matters Relating to Exchange Traded Derivatives

4.1026

u

Guidelines on exchange traded interest rate derivatives

4.1135

u

Composition of capital and margins

4.1141

u

Participation of banks in interest rate derivatives market

4.1143

u

Introduction of Bond Index

4.1144

u

Margins for USD-INR Contracts

4.1144

4.14 DEVELOPMENT FINANCIAL INSTITUTIONS u

Guidelines for disclosure and investor protection

4.1145*

4.15 DISCLOSURE STANDARDS FOR CORPORATES u

Continuing disclosure standards by corporates

4.1152*

4.16 EMPLOYEE STOCK OPTION u

Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014

*See Volume 2.

4.1155*

I-11

CONTENTS PAGE

u

Requirements specified under the SEBI (Share Based Employee Benefits) Regulations, 2014

4.1170*

4.17 EURO ISSUE AND OTHER GUIDELINES u

Euro Issue

4.1182*

4.18 FOREIGN PORTFOLIO INVESTORS/FOREIGN VENTURE CAPITAL INVESTORS u

Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019

4.1213*

u

Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000

4.1236*

u

Clarifications regarding operations of Foreign Institutional Investors

4.1248*

u

Half-yearly reconciliation of FII data

4.1261*

u

SEBI s permission regarding FIIs to trade in all exchange traded derivative contracts

4.1263*

u

Applicability of investment limit in exchange traded derivative contracts

4.1263*

u

Unique client code for Foreign Institutional Investors (FIIs) and their Sub-Accounts (SAs)

4.1264*

u

Registration/Renewal of Foreign Institutional Investors and Sub-Accounts

4.1265*

u

Removal of restrictions on PNIs (ODIs)

4.1265*

u

Firm commitment requirement for registration as Foreign Venture Capital Investors

4.1265*

u

Commencement of Foreign Portfolio Investor ( FPI ) Regime

4.1266*

u

Investments by FPIs in non-convertible/redeemable preference shares or debentures of Indian Companies

4.1267*

u

Online filing system for foreign venture capital investors

4.1267*

u

Participation of Foreign Portfolio Investors (FPIs) in commodity derivatives in IFSC

4.1268*

u

Guidelines pertaining to surrender of FPI registration

4.1269*

u

Off-Market transfer of Securities by FPI

4.1269*

u

Enhancement of overall limit for overseas investment by Alternative Investment Funds (AIFs)/Venture Capital Funds (VCFs)

4.1270*

u

Relaxation in compliance with requirements pertaining to AIFs and VCFs

4.1270*

*See Volume 2.

CONTENTS

I-12 PAGE

4.19 FORWARD CONTRACTS/COMMODITY DERIVATIVES u

Forward Contracts (Regulation) Act, 1952

4.1272*

u

Forward Contracts (Regulation) Rules, 1954

4.1293*

u

Master Circular for Commodity Derivatives Market

4.1310*

u

Applicability of circulars issued for Commodity Derivatives Markets

4.1497*

u

Guidelines for Liquidity Enhancement Scheme (LES) in commodity derivatives contracts

4.1497*

u

Review of inclusion of Historical Scenarios in stress testing in Commodity Derivatives Segment

4.1498*

u

Pre-expiry margin on commodities under alternate Risk Management Framework

4.1498*

u

Revision in Daily Price Limits (DPL) for Commodity Futures Contracts

4.1499*

u

Utilization of fund created out of the regulatory fee forgone by SEBI - Additional Guidelines

4.1502*

u

Guidelines for warehousing norms for agricultural/agri-processed goods and non-agricultural goods (only base/industrial metals) underlying a commodity derivatives contract having the feature of physical delivery

4.1503*

u

Review of margin framework for commodity derivatives segment

4.1520*

u

Review of Volatility Scan Range (VSR) for option contracts in commodity derivatives segment

4.1522*

u

Cross margin in commodity index future and its underlying constituent futures or its variants

4.1523*

4.20 INFORMAL GUIDANCE u

Securities and Exchange Board of India (Informal Guidance) Scheme, 2003

4.1525*

4.21 INFRASTRUCTURE INVESTMENT TRUSTS u

Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014

4.1528*

u

Guidelines for public issue of units of InvITs

4.1588*

u

Disclosure of Financial Information in offer document/placement memorandum for InvITs

4.1608*

u

Continuous disclosures and compliances by InvITs

4.1620*

*See Volume 2.

I-13

CONTENTS PAGE

u

Online filing system for Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (InvITs)

4.1630*

u

Participation by strategic investor(s) in InvITs and REITs

4.1630*

u

Guidelines for Issuance of Debt Securities by Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (InvITs)

4.1631*

u

Guidelines for preferential issue of units by Infrastructure Investment Trusts (InvITs)

4.1633*

u

Guidelines for determination of allotment and trading lot size for Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (InvITs)

4.1636*

u

Guidelines for preferential issue of units and institutional placement of units by a listed Infrastructure Investment Trust (InvIT)

4.1637*

u

Guidelines for rights issue of units by a listed infrastructure investment Trust (InvIT)

4.1648*

u

Guidelines for filing of placement memorandum - InvITs proposed to be listed

4.1657*

u

Manner and mechanism of providing exit option to dissenting unit holders pursuant to Regulation 22(5C) and Regulation 22(7) of SEBI Infrastructure Investment Trusts Regulations, 2014

4.1658*

u

Conducting meeting of unit holders of InvITs and REITs through Video Conferencing (VC) or through other Audio-Visual Means (OAVM)

4.1664*

u

Listing and trading of units of infrastructure investment trusts (InvITs) and Real Estate Investment Trusts (REITs) on Recognized Stock Exchanges in International Financial Services Centres (IFSCs)

4.1666*

u

Guidelines for rights issue of units by an Unlisted Infrastructure Investment Trust (InvIT)

4.1667*

u

Extension of facility for conducting meeting(s) of unitholders of REITs and InvITs through Video Conferencing (VC) or through Other Audio-Visual Means (OAVM)

4.1671*

4.22 INSIDER TRADING, PROHIBITION OF u

Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

4.1673*

u

Revised disclosure formats under regulation 7 of SEBI (prohibition of Insider Trading) Regulations, 2015

4.1706*

u

Master Circular on surveillance of securities market

4.1710*

u

Code of conduct & institutional mechanism for prevention of fraud or market abuse

4.1722*

*See Volume 2.

CONTENTS

I-14 PAGE

u

Automation of continual disclosures under regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015 - System Driven Disclosures for inclusion of listed debt securities

4.1724*

4.23 INTERMEDIARIES u

Securities and Exchange Board of India (Intermediaries) Regulations, 2008

4.1726*

u

Transfer of business by SEBI registered intermediaries to other legal entity

4.1752*

4.24 INTERNATIONAL FINANCIAL SERVICES CENTRES u

International Financial Services Centres Authority Act, 2019

4.1754*

u

Securities and Exchange Board of India (International Financial Services Centres) Guidelines, 2015

4.1772*

u

Issuance, listing and trading of debt securities on exchanges in International Financial Services Centres (IFSCs)

4.1792*

u

Operating guidelines for portfolio managers in International Financial Services Centre (IFSC)

4.1793*

u

Currency future and options contracts (involving Indian rupee) on exchanges in International Financial Services Centres (IFSCs)

4.1796*

u

Operating guidelines for investment advisers in International Financial Services Centre

4.1797*

4.25 INVESTMENT ADVISERS u

Securities and Exchange Board of India (Investment Advisers) Regulations, 2013

4.1801*

u

Measures to Strengthen the Conduct of Investment Advisers (IA)

4.1824*

u

Administration and Supervision of Investment Advisers

4.1825*

u

Operating Guidelines for Investment Advisers in International Financial Services Centre

4.1826*

u

Guidelines for Investment Advisers

4.1829*

u

Framework for administration and supervision of investment advisers under the SEBI (Investment Advisers) Regulations, 2013

4.1837*

*See Volume 2.

I-15

CONTENTS PAGE

4.26 INVESTOR PROTECTION u

Securities and Exchange Board of India (Investor Protection and Education Fund) Regulations, 2009

4.1839*

4.27 INTEREST LIABILITY REGULARISATION u

Securities and Exchange Board of India (Interest Liability Regularisation) Scheme, 2004

4.1845*

4.28 KNOW YOUR CLIENT REGISTRATION AGENCY & KNOW YOUR CLIENT u

Securities and Exchange Board of India {KYC (Know Your Client) Registration Agency} Regulations, 2011

4.1850*

u

Processing of Investor Complaints against KRA {KYC (Know Your Client) Registration Agency} in SEBI Complaints Redress System (SCORES)

4.1863*

u

Cyber Security & Cyber resilience framework for KYC Registration Agencies

4.1864*

u

Rollout of Legal Entity Template

4.1872*

u

Combating Financing of Terrorism (CFT) under Unlawful Activities (Prevention) Act, 1967 - Directions to stock exchanges, depositories and all registered intermediaries

4.1878*

4.29 LEAD MANAGERS u

Measures for Disclosure and Investor Protection - Lead Managers

4.1887*

4.30 MARKET MAKERS u

Market Making

4.1892*

u

Guidelines for market makers on Small and Medium Enterprise (SME) Exchange/Separate Platform of existing Exchange having nationwide terminal

4.1894*

*See Volume 2.

CONTENTS

I-16 PAGE

4.31 MERCHANT BANKERS u

Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992

u

Reporting of information on a half-yearly basis

u

Reduction in time between issue closure and listing

u

Issue of no objection certificate for release of 1 per cent of issue amount

4.1934*

u

Disclosure of details of the allottees in the Qualified Institutional Placements (QIPs) made by issuer company

4.1940*

u

Disclosure of price information of past issues handled by Merchant Bankers

4.1940*

u

Disclosure of track record of the public issues managed by Merchant Bankers

4.1942*

4.1896* 4.1924* 4.1928A*

4.32 MONEY LAUNDERING u

Master Circular on AML/CFT

4.1943*

4.33 MUTUAL FUNDS u

Securities and Exchange Board of India (Mutual Funds) Regulations, 1996

4.1965*

u

Master Circular for Mutual Funds

4.2064*

u

Clarification on Schedule VI of Mutual Fund Regulations

4.2191*

u

Guidelines for Asset Management Companies (AMCs)

4.2191*

u

Common key personnel between Mutual Funds and Venture Capital Funds

4.2192*

u

Incorporation of asset management companies and other intermediaries in securities market

4.2192*

u

Mentioning of Bank Account Number and PAN by investors

4.2193*

u

Notification for index fund scheme and short selling

4.2193*

u

Removal of initial issue expenses

4.2194*

u

Management and advisory services by AMCs to foreign portfolio investors

4.2194*

u

Investment in units of mutual funds in the name of minor through guardian and ease of process for transmission of units

4.2195*

u

Guidelines for Votes cast by Mutual Funds

4.2196*

*See Volume 2.

I-17

CONTENTS PAGE

u

Stewardship code for all mutual funds and all categories of AIFs, in relation to their investment in listed equities

4.2197*

u

Listing of Mutual Fund Schemes that are in process of winding up

4.2201*

u

Investment by sponsor or asset management company in scheme

4.2202*

u

Transaction in corporate bonds/commercial papers through RFQ platform and enhancing transparency pertaining to debt schemes

4.2202*

u

Resources for trustees of mutual funds

4.2203*

u

Review of debt and money market securities transactions disclosure

4.2204*

u

Uniformity of NAV and other matters

u

Product labelling in mutual fund schemes - Risk-o-Meter

u

Guidelines on inter scheme transfers of securities

4.2225*

u

Enhancement of Overseas Investment limits for Mutual Funds

4.2229*

u

Norms regarding holding of liquid assets in open ended debt schemes & stress testing of open ended debt schemes

4.2231*

u

Prudential norms for liquidity risk management for open ended debt schemes

4.2232*

u

Norms for investment and disclosure by mutual funds in Exchange Traded Commodity Derivatives ( ETCDs )

4.2233*

u

Revision of Monthly Cumulative Report (MCR)

4.2233*

u

Setting up of Limited Purpose Clearing Corporation (LPCC) by Asset Management Companies (AMCs) of mutual funds

4.2239*

u

Review of norms regarding investment in debt instruments with special features, and the valuation of perpetual bonds

4.2240*

u

Reporting formats for mutual funds

4.2242*

u

Alignment of interest of key employees of Asset Management Companies (AMCs) with the unitholders of the mutual fund schemes

4.2273*

u

Disclosure of the following only w.r.t schemes which are subscribed by the investor (a) risk-o-meter of the scheme and the benchmark along with the performance disclosure of the scheme vis-à-vis benchmark and (b) details of the portfolio

4.2275*

u

Potential risk class matrix for debt schemes based on interest rate risk and credit risk

4.2276*

u

Norms for investment and disclosure by mutual funds in derivatives

4.2281*

4.2206* 4.2208B*

4.34 NON-CONVERTIBLE REDEEMABLE PREFERENCE SHARES, ISSUE AND LISTING OF u

Securities and Exchange Board of India (Issue and Listing of NonConvertible Redeemable Preference Shares) Regulations, 2013

*See Volume 2.

4.2282*

CONTENTS

I-18 PAGE

u

Streamlining Process of Public Issue under SEBI (Issue and Listing of Debt Securities) Regulations, 2008; SEBI (Issue and Listing of NonConvertible Redeemable Preference Shares) Regulations, 2013; SEBI (Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008 and SEBI (Issue and Listing of Debt Securities by Municipalities) Regulations, 2015

4.2303*

u

Standardization of timeline for listing of securities issued on a private placement basis under SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013

4.2306*

Introduction of Unified Payments Interface (UPI) mechanism and Application through Online interface and Streamlining the process of Public issues of securities under SEBI (Issue and Listing of NonConvertible Redeemable Preference Shares) Regulations, 2013

4.2307*

u

4.35 OFFER DOCUMENTS u

Securities and Exchange Board of India (Framework for Rejection of Draft Offer Documents) Order, 2012

4.2313*

4.36 OMBUDSMAN u

Securities and Exchange Board of India (Ombudsman) Regulations, 2003

4.2317*

4.37 PORTFOLIO MANAGER u

Securities and Exchange Board of India (Portfolio Managers) Regulations, 2020

4.2329*

u

Amendments vide SEBI (Portfolio Managers) (Amendment) Regulations, 2002

4.2363*

u

Application procedure for registration/renewal as portfolio manager

4.2364*

u

Decision of Portfolio Managers in Deployment of Client s Account

4.2371*

u

Renewal of Certificate of Registration

4.2372*

u

Extension of time for compliance with Regulation 16(8) of SEBI (Portfolio Managers) Regulations, 1993

4.2373*

u

Submission of monthly report

4.2375*

u

Maintenance of clients funds in a separate bank account by portfolio managers

4.2381*

u

Half-yearly reporting by portfolio managers

4.2381*

*See Volume 2.

I-19

CONTENTS PAGE

u

Guidelines for portfolio managers

4.2383*

u

Clarification on minimum investment amount by clients, performance of portfolio and schemes

4.2400*

u

Procedure for seeking prior approval for change in control of SEBI registered portfolio managers

4.2402*

4.38 REAL ESTATE INVESTMENT TRUSTS u

Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014

4.2403*

u

Guidelines for public issue of units of REITs

4.2456*

u

Disclosure of financial information in offer document for REITs

4.2474*

u

Continuous disclosures and compliances by REITs

4.2486*

u

Encumbrance on units of Real Estate Investment Trusts (REITs)

4.2494*

u

Online filing system for Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (InvITs)

4.2496*

u

Participation by strategic investor(s) in InvITs and REITs

4.2496*

u

Guidelines for determination of allotment and trading lot size for Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (InvITs)

4.2497*

u

Guidelines for preferential issue of units and institutional placement of units by a listed Real Estate Investment Trust (REIT)

4.2498*

u

Guidelines for rights issue of units by a listed Real Estate Investment Trust (REIT)

4.2509*

u

Conducting meeting of unitholders of InvITs and REITs through video conferencing (VC) or through Other Audio-Visual Means (OAVM)

4.2518*

u

Manner and mechanism of providing exit option to dissenting unit holders pursuant to Regulation 22(6A) and Regulation 22(8) of SEBI Real Estate Investment Trusts Regulations, 2014

4.2521*

Listing and trading of units of Infrastructure Investment Trusts (InvITs) and Real Estate Investment Trusts (REITs) on recognized stock exchanges in International Financial Services Centres (IFSCs)

4.2527*

Extension of facility for conducting meeting(s) of unitholders of REITs and InvITs through Video Conferencing (VC) or through Other Audio-Visual Means (OAVM)

4.2528*

u

u

*See Volume 2.

CONTENTS

I-20 PAGE

4.39 REFUND TO INVESTORS u

u

Securities and Exchange Board of India (Appointment of Administrator and Procedure for Refunding to the Investors) Regulations, 2018

4.2529*

Empanelment of Insolvency Professionals (IPs) to be appointed as administrator, remuneration and other incidental and connected matters under the Securities and Exchange Board of India (Appointment of Administrator and Procedure for Refunding to the Investors) Regulations, 2018

4.2537*

4.40 REGISTRAR TO AN ISSUE/SHARE TRANSFER AGENTS u

Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993

4.2541*

u

Instructions to Registrars to an issue/share transfer agents

4.2563*

u

Reporting of information on a quarterly basis - Registrar to issue and share transfer agents

4.2583*

u

Review of Regulatory Compliance and Periodic Reporting

4.2589*

u

Periodical report - Grant of prior approval to registrars to an issue and share transfer agents

4.2593*

u

Cyber security and cyber resilience framework for registrars to an issue/Share Transfer Agents (RTAs)

4.2593*

u

Enhanced monitoring of qualified registrars to an issue and share transfer agents

4.2602*

u

Processing of investor complaints in SEBI Complaints Redress System (SCORES)

4.2607*

4.41 RESEARCH ANALYSTS/PROXY ADVISORS u

Securities and Exchange Board of India (Research Analysts) Regulations, 2014

4.2608*

u

How to get registered as a research analyst and instructions for filling in Form A

4.2627*

u

Procedural guidelines for proxy advisors

4.2629*

u

Grievance resolution between listed entities and proxy advisors

4.2631*

*See Volume 2.

I-21

CONTENTS PAGE

4.42 SANDBOX u

Revised framework for innovation sandbox

4.2632*

u

Revised framework for regulatory sandbox

4.2635*

4.43 SEBI NOMINEE DIRECTORS u

Guidelines for fair practices/code of conduct for public representative and SEBI nominee directors

4.2649*

4.44 SECURITIES APPELLATE TRIBUNAL u

Securities Appellate Tribunal (Procedure) Rules, 2000

4.2652*

u

Securities Appellate Tribunal (Salaries and Allowances and other Conditions of Service of the Officers and Employees) Rules, 1997

4.2660*

u

Securities Appellate Tribunal (Salaries, Allowances and other Terms and Conditions of Presiding Officer and Other Members) Rules, 2003

4.2661*

u

Conditions of service of Chairperson and members of Tribunals, Appellate Tribunals and other authorities

4.2665*

u

Tribunal, Appellate Tribunal and other Authorities (Qualifications, Experience and other Conditions of Service of Members) Rules, 2020

4.2671*

4.45 SECURITIES TRANSACTION TAX u

Chapter VII of Finance (No. 2) Act, 2004 - Securities Transaction Tax

4.2696*

u

Securities Transaction Tax Rules, 2004

4.2706*

u

New major head for Accounting Securities Transaction Tax

4.2718*

u

Clarification issued by CBDT

4.2719*

4.46 SECURITISED DEBT INSTRUMENTS/SECURITY RECEIPT, ISSUE AND LISTING OF u

Securities and Exchange Board of India (Issue and Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008

*See Volume 2.

4.2720*

CONTENTS

I-22 PAGE

Reporting of trades in Securitised debt instruments in trade reporting platforms and clearing and settlement of trades in securitised debt instruments through clearing corporations

4.2761*

Streamlining Process of Public Issue under SEBI (Issue and Listing of Debt Securities) Regulations, 2008; SEBI (Issue and Listing of NonConvertible Redeemable Preference Shares) Regulations, 2013; SEBI (Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008 and SEBI (Issue and Listing of Debt Securities by Municipalities) Regulations, 2015

4.2762*

u

Introduction of Unified Payments Interface (UPI) mechanism and Application through Online interface and Streamlining the process of Public issues of securities under SEBI (Issue and Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008

4.2766*

u

Standardization of timeline for listing of securities issued on a private placement basis under SEBI (Public Offer and Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008

4.2771*

u

u

4.47 SELF REGULATORY ORGANISATION u

Securities and Exchange Board of India (Self Regulatory Organisations) Regulations, 2004

4.2773*

4.48 SETTLEMENT OF ADMINISTRATIVE AND CIVIL PROCEEDINGS u

Securities and Exchange Board of India (Settlement Proceedings) Regulations, 2018

4.2787†

u

Factors for assuring confidentiality in a settlement application filed under Chapter IX of the SEBI (Settlement Proceedings) Regulations, 2018

4.2824†

4.49 STOCK BROKER AND STOCK EXCHANGES u

Securities and Exchange Board of India (Stock Brokers) Regulations, 1992

4.2828†

u

Transactions between clients and brokers

4.2871†

u

Irregularities/deficiencies in books of account of members

4.2874†

*See Volume 2. †See Volume 3.

I-23

CONTENTS PAGE

u

Issue of public advertisement on cancellation of sub-broker registration

4.2875†

u

Fees payable by stock brokers

4.2875†

u

Change in status and constitution of the stock brokers in cash and derivatives segments of the exchanges under rule 4(c) of SEBI (Stock Brokers and Sub-Brokers) Rules, 1992

4.2896†

u

Registration of sub-brokers

4.2898†

u

Financial requirements and norms for corporate brokers

4.2898†

u

Capital adequacy norms for brokers

4.2899†

u

Membership card value for networth calculations of members

4.2902†

u

Requirement of fee clearance and NOC - Non-applicability in respect of certain category of members of stock exchanges

4.2903†

u

Master circular for stock exchange and clearing corporation

4.2904†

u

Master circular for Stock Brokers

4.3267†

u

Computation of daily contract settlement value - Interest Rate Futures

4.3412†

u

Prior approval for re-commencing trading on the Stock Exchange

4.3412†

u

Limitation period for filing of arbitration reference

4.3413†

u

Reporting of OTC transactions in Certificates of Deposit (CD) and Commercial Papers (CPs)

4.3414†

u

Processing of investor complaints against listed companies in SEBI Complaints Redress System (SCORES)

4.3415†

u

Public issues in electronic form and use of nationwide broker network of Stock Exchanges for submitting application forms

4.3420†

u

Compliance with the provisions of equity listing agreement by listed companies - Monitoring by stock exchanges

4.3425†

u

Standardization and Simplification of Procedures for Transmission of Securities

4.3428†

u

Prevention of unauthorised trading by stock brokers

4.3430†

u

Role of Sub-Broker (SB) vis-a-vis Authorised Person (AP)

4.3432†

u

Discontinuation of Acceptance of Cash by Stock Brokers

4.3433†

u

Uniform Membership structure Across segments

4.3434†

u

Collection and reporting of margins by Trading Member (TM)/ Clearing Member (CM) in cash segment

4.3435†

u

Framework to enable verification of upfront collection of margins from clients in cash and derivatives segments

4.3438†

u

Review of margin framework for cash and derivatives segments (except for commodity derivatives segment)

4.3440†

†See Volume 3.

CONTENTS

I-24 PAGE

u

Advisory for financial sector organizations regarding Software as a Service (SaaS) based solutions

4.3445†

u

Investor Grievance Redressal Mechanism

4.3447†

u

Outsourcing of activities, Business Continuity Plan (BCP) and Disaster Recovery (DR) and Cyber Security and Cyber Resilience Framework Limited Purpose Clearing Corporation (LPCC)

4.3448†

u

Introduction of cross-margining facility in respect of off-setting positions in co-related equity indices

4.3451†

u

Refund of security deposit

4.3452†

u

Unique Client Code (UCC) and Mandatory requirement of Permanent Account Number (PAN)

4.3454†

u

Staggered delivery, early delivery system, early pay-in facility, penalty on delivery default, fixation of FSP and changes in expiry dates

4.3456†

Settlement of running account of client s funds lying with trading member (TM)

4.3460†

u

4.50 SWEAT EQUITY u

Securities and Exchange Board of India (Issue of Sweat Equity) Regulations, 2002

4.3465†

4.51 TAKEOVER REGULATIONS u

Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3472†

u

Formats under Takeover Regulations

4.3513†

n

n

n

Format for Disclosures under Regulation 10(5) - Intimation to Stock Exchanges in respect of acquisition under Regulation 10(1)(a) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3515†

Format for Disclosures under Regulation 10(5) - Intimation to Stock Exchanges in respect of acquisition under regulation 10(4)(e) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3516†

Format for Disclosures under Regulation 10(5) - Intimation to Stock Exchanges in respect of acquisition under Regulation 10(4)(f) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3518†

†See Volume 3.

I-25

CONTENTS PAGE

Format for Disclosures under Regulation 10(6) - Report to Stock Exchanges in respect of any acquisition made in reliance upon exemption provided for in Regulation 10 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3519†

Format under Regulation 10(7) - Report to SEBI in respect of any acquisition made in reliance upon exemption provided for in Regulation 10(1)(a)(i) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3520†

Format under Regulation 10(7) - Report to SEBI in respect of any acquisition made in reliance upon exemption provided for in Regulation 10(1)(a)(ii) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3524†

Format under Regulation 10(7) - Report to SEBI in respect of any acquisition made in reliance upon exemption provided for in Regulation 10(1)(a)(iii) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3527†

Format under Regulation 10(7) - Report to SEBI in respect of any acquisition made in reliance upon exemption provided for in Regulation 10(1)(a)(iv) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3530†

Format under Regulation 10(7) - Report to SEBI in respect of any acquisition made in reliance upon exemption provided for in Regulation 10(1)(a)(v) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3533†

n

Format under Regulation 10(7) - Report to SEBI in respect of any acquisition made in reliance upon exemption provided for in Regulation 10(1)(d)(iii) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3537†

n

Format under Regulation 10(7) - Report to SEBI in respect of any acquisition made in reliance upon exemption provided for in Regulation 10(1)(h) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3539†

n

Format under Regulation 10(7) - Report to SEBI in respect of any acquisition made in reliance upon exemption provided for in Regulation 10(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3541†

n

Format under Regulation 10(7) - Report to SEBI in respect of any acquisition made in reliance upon exemption provided for in Regulation 10(3) and (4)(c) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3544†

n

n

n

n

n

n

n

Format under Regulation 10(7) - Report to SEBI in respect of any acquisition made in reliance upon exemption provided for in

†See Volume 3.

CONTENTS

I-26 PAGE

Regulation 10(4)(a) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3547†

Format under Regulation 10(7) - Report to SEBI in respect of any acquisition made in reliance upon exemption provided for in Regulation 10(4)(f) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3550†

n

Format for Public Announcement under Regulation 15(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3552†

n

Format for Detailed Public Statement (DPS) to the Shareholders of the Target Company (TC) in terms of Regulation 15(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3554†

n

Standard Letter of Offer for an Open Offer in Terms of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3558†

Format for Disclosure by acquirer for shares/voting rights acquired during the offer period under Regulation 18(6) in terms of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3590†

n

Format for Advertisement under Regulation 18(7) in terms of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3590†

n

Format for Post Offer Advertisement under Regulation 18(12) in terms of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3592†

Format for Recommendations of the Committee of Independent Directors (IDC) on the Open Offer to the Shareholders of the Target Company under Regulation 26(7) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3593†

Format for Post-Open Offer Report under Regulation 27(7) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3594†

n

Format for Disclosures under Regulation 29(1) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011

4.3601†

n

Format for Disclosures under Regulation 29(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011

4.3603†

n

Format for Disclosures under Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011

4.3604†

n

n

n

n

n

Format for Disclosure by the Promoter(s) to the Stock Exchanges and to the Target Company for encumbrance of shares/invocation

†See Volume 3.

I-27

CONTENTS PAGE

of encumbrance/release of encumbrance, in terms of Regulation 31(1) and 31(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3606†

u

Exemption Application under Regulation 11(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

4.3612†

u

Mechanism for Acquisition of Shares through Stock Exchange Pursuant to Tender-offers under Takeovers, Buy back and delisting

4.3616†

4.52 UNDERWRITERS u

Securities and Exchange Board of India (Underwriters) (Repeal) Regulations, 2021

4.3621†

u

Master circular for Underwriters Registered with SEBI

4.3622†

u

Application procedure for registration/renewal as underwriter

4.3639†

4.53 UNFAIR TRADE PRACTICES u

Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003

4.3640†

4.54 VANISHING COMPANIES u

Vanishing companies

4.3650†

4.55 OTHER RULES & REGULATIONS u

Settlement Scheme, 2020

4.3655†

u

Securities and Exchange Board of India (Annual Report) Rules, 2021

4.3656†

u

Securities and Exchange Board of India (Appeal to Central Government) Rules, 1993

4.3662†

u

Securities and Exchange Board of India (Form of Annual Statement of Accounts and Records) Rules, 1994

4.3666†

u

Securities and Exchange Board of India (Procedure for Board Meetings) Regulations, 2001

4.3676†

u

Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995

4.3679†

u

Securities and Exchange Board of India (Issuing Observations on Draft Offer Documents Pending Regulatory Actions) Order, 2006

4.3682†

†See Volume 3.

CONTENTS

I-28 PAGE

u

Securities and Exchange Board of India (Regulatory Fee on Stock Exchanges) Regulations, 2006

4.3683†

u

Code on conflict of interests for members of Board

4.3686†

u

Code of conduct for Investor Associations (IAs)

4.3688†

u

Securities and Exchange Board of India (Aid for Legal Proceedings) Guidelines, 2009

4.3689†

u

Securities and Exchange Board of India (Employees Service) Regulations, 2001

4.3691†

u

Securities and Exchange Board of India (Terms and Conditions of Service of Chairman and Members) Rules, 1992

4.3739†

u

Issue of certified copies of orders and circulars

4.3743†

4.56 APPLICATIONS SUPPORTED BY BLOCKED AMOUNT PROCESS (ASBA) u

Self-Certified Syndicate Banks (SCSBs) under Applications Supported by Blocked Amount (ASBA) process made effective

by SEBI

4.3745†

u

Applications Supported by Blocked Amount (ASBA) process implemented successfully

4.3753†

u

Five more Self-Certified Syndicate Banks (SCSBs) included under Applications Supported by Blocked Amount (ASBA) process bringing the total of such banks to 10

4.3754†

u

ASBA facility to be extended to HNIs and Corporate Investors

4.3754†

u

Applications Supported by Blocked Amount (ASBA) facility

4.3755†

u

Contents of Application-cum-Bidding Form and Manner of Disclosure

4.3762†

u

Compensation to Retail Individual Investors (RIIs) in an IPO

4.3775†

u

Streamlining process of public issue under SEBI (Issue and Listing of Debt Securities) Regulations, 2008; SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013; SEBI (Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008 and SEBI (Issue and Listing of Debt Securities by Municipalities) Regulations, 2015

4.3778†

u

Additional Payment Mechanism (i.e. ASBA, etc.) for Payment of Balance Money in Calls for partly paid specified securities issued by the listed entity

4.3782†

Streamlining the process of IPOs with UPI in ASBA and redressal of investor grievances

4.3783†

u

†See Volume 3.

I-29

CONTENTS PAGE

DIVISION FIVE LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS u

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations)

u

Clarifications

5.114†

u

Listing Agreement for Indian Depository Receipts (IDRs)

5.365†

5.3†

DIVISION SIX COVID-19 CIRCULARS u

COVID-19 Circulars

SUBJECT INDEX

†See Volume 3.

6.3† i

2.1 SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 [15 of 1992]

An Act to provide for the establishment of a Board 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.

BE it enacted by Parliament in the Forty-third Year of the Republic of India as follows : CHAPTER I PRELIMINARY Short title, extent and commencement.

1.

(1) This Act may be called the Securities and Exchange Board of India Act, 1992.

(2) It extends to the whole of India.

(3) It shall be deemed to have come into force on the 30th day of January, 1992.

Definitions.

2. (1) In this Act, unless the context otherwise requires,— (a) “Board” means the Securities and Exchange Board of India established under section 3; (b) “Chairman” means the Chairman of the Board; 1

[(ba) “collective investment scheme” means any scheme or arrangement which satisfies the conditions specified in section 11AA;] (c) “existing Securities and Exchange Board” means the Securities and Exchange Board of India constituted under the Resolution of the Government of India in the Department of Economic Affairs No. 1(44) SE/86, dated the 12th day of April, 1988;

1. Inserted by the Securities Laws (Amendment) Act, 1999, w.e.f. 22-2-2000.

2.9

S. 3

SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992

2.10

(d) “Fund” means the Fund constituted under section 14; 1a

[(da) “Insurance Regulatory and Development Authority” means the Insurance Regulatory and Development Authority of India established under sub-section (1) of section 3 of the Insurance Regulatory and Development Authority Act, 1999 (41 of 1999); (db) “Judicial Member” means a Member of the Securities Appellate Tribunal appointed under sub-section (1) of section 15MA and includes the Presiding Officer;] (e) “member” means a member of the Board and includes the Chairman; (f) “notification” means a notification published in the Official Gazette;

1a

[(fa) “Pension Fund Regulatory and Development Authority” means the Pension Fund Regulatory and Development Authority established under sub-section (1) of section 3 of the Pension Fund Regulatory and Development Authority Act, 2013 (23 of 2013);] (g) “prescribed” means prescribed by rules made under this Act; (h) “regulations” means the regulations made by the Board under this Act;

2

[(ha) “Reserve Bank” means the Reserve Bank of India constituted under section 3 of the Reserve Bank of India Act, 1934 (2 of 1934);] (i) “securities” has the meaning assigned to it in section 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956); 1a

[(j) "Technical Member" means a Technical Member appointed under sub-section (1) of section 15MB.]

3

[(2) Words and expressions used and not defined in this Act but defined in the Securities Contracts (Regulation) Act, 1956 (42 of 1956) 4[or the Depositories Act, 1996], shall have the meanings respectively assigned to them in that Act].

CHAPTER II ESTABLISHMENT OF THE SECURITIES AND EXCHANGE BOARD OF INDIA Establishment and incorporation of Board.

(1) With effect from such date as the Central Government may, by notification, appoint, there shall be established, for the purposes of this Act, a Board by the name of the Securities and Exchange Board of India.

3.

1a. Inserted by the Finance Act, 2017, w.e.f. 26-4-2017.

2. Inserted by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002.

3. Substituted by the Securities Laws (Amendment) Act, 1995, w.e.f. 25-1-1995. Prior to its substitution, sub-section (2) read as under : “(2) Words and expressions used and not defined in this Act but defined in the Capital Issues (Control) Act, 1947 (29 of 1947), or the Securities Contracts (Regulation) Act, 1956 (42 of 1956), shall have the meanings respectively assigned to them in those Acts.”

4. Inserted by the Depositories Act, 1996, w.r.e.f. 20-9-1995.

2.11

ESTABLISHMENT OF SEBI

S. 4

(2) The Board shall be a body corporate by the name aforesaid, having perpetual succession and a common seal, with power subject to the provisions of this Act, to acquire, hold and dispose of property, both movable and immovable, and to contract, and shall, by the said name, sue or be sued.

(3) The head office of the Board shall be at Bombay.

(4) The Board may establish offices at other places in India.

Management of the Board.

4. (1) The Board shall consist of the following members, namely:— (a) a Chairman; (b) two members from amongst the officials of the 5[Ministry] of the Central Government dealing with Finance 6[and administration of the Companies Act, 1956 (1 of 1956)]; (c) one member from amongst the officials of 7[the Reserve Bank]; 8

[(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 9[Reserve Bank] respectively.

(5) The Chairman and the other members referred to in clauses (a) and (d) of subsection (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.

5. Substituted for “Ministries” by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002.

6. Substituted for “and Law”, ibid.

7. Substituted for “the Reserve Bank of India constituted under section 3 of the Reserve Bank of India Act, 1934 (2 of 1934)”, ibid.

8. Substituted, ibid. Prior to its substitution, clause (d) read as under : “(d) two other members,”.

9. Substituted for “Reserve Bank of India”, ibid.

S. 7

SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992

2.12

Term of office and conditions of service of Chairman and members of the Board.

(1) The term of office and other conditions of service of the Chairman and the members referred to in clause (d) of sub-section (1) of section 4 shall be such as may be prescribed.

5.

(2) Notwithstanding anything contained in sub-section (1), the Central Government shall have the right to terminate the services of the Chairman or a member appointed under clause (d) of sub-section (1) of section 4, at any time before the expiry of the period prescribed under sub-section (1), by giving him notice of not less than three months in writing or three months’ salary and allowances in lieu thereof, and the Chairman or a member, as the case may be, shall also have the right to relinquish his office, at any time before the expiry of the period prescribed under sub-section (1), by giving to the Central Government notice of not less than three months in writing.

Removal of member from office.

6.

10

[* * *] The Central Government shall remove a member from office if he— (a) is, or at any time has been, adjudicated as insolvent; (b) is of unsound mind and stands so declared by a competent court; (c) has been convicted of an offence which, in the opinion of the Central Government, involves a moral turpitude; (d)

11

[* * *]

(e) has, in the opinion of the Central Government, so abused his position as to render his continuation in office detrimental to the public interest : Provided that no member shall be removed under this clause unless he has been given a reasonable opportunity of being heard in the matter.

Meetings.

(1) The Board shall meet at such times and places, and shall observe such rules of procedure in regard to the transaction of business at its meetings (including quorum at such meetings) as may be provided by regulations.

7.

(2) The Chairman or, if for any reason, he is unable to attend a meeting of the Board, any other member chosen by the members present from amongst themselves at the meeting shall preside at the meeting.

(3) All questions which come up before any meeting of the Board shall be decided by a majority votes of the members present and voting, and, in the event of an equality of votes, the Chairman, or in his absence, the person presiding, shall have a second or casting vote.

10. “(1)” omitted by the Securities Laws (Amendment) Act, 1995, w.e.f. 25-1-1995.

11. Omitted, ibid. Prior to omission, clause (d) read as under : “(d) is appointed as a director of a company;”

2.13 12

TRANSFER OF ASSETS, LIABILITIES, ETC. TO THE BOARD

S. 10

[Member not to participate in meetings in certain cases.

7A. Any member, who is a director of a company and who as such director has any direct or indirect pecuniary interest in any matter coming up for consideration at a meeting of the Board, shall, as soon as possible after relevant circumstances have come to his knowledge, disclose the nature of his interest at such meeting and such disclosure shall be recorded in the proceedings of the Board, and the member shall not take any part in any deliberation or decision of the Board with respect to that matter.]

Vacancies, etc., not to invalidate proceedings of Board.

8.

No act or proceeding of the Board shall be invalid merely by reason of— (a) any vacancy in, or any defect in the constitution of, the Board; or (b) any defect in the appointment of a person acting as a member of the Board; or (c) any irregularity in the procedure of the Board not affecting the merits of the case.

Officers and employees of the Board.

9.

(1) The Board may appoint such other officers and employees as it considers necessary for the efficient discharge of its functions under this Act.

(2) The term and other conditions of service of officers and employees of the Board appointed under sub-section (1) shall be such as may be determined by regulations.

CHAPTER III TRANSFER OF ASSETS, LIABILITIES, ETC., OF THE EXISTING SECURITIES AND EXCHANGE BOARD TO THE BOARD Transfer of assets, liabilities, etc., of existing Securities and Exchange Board to the Board.

10. (1) On and from the date of establishment of the Board,— (a) any reference to the existing Securities and Exchange Board in any law other than this Act or in any contract or other instrument shall be deemed as a reference to the Board; (b) all properties and assets, movable and immovable, of, or belonging to, the existing Securities and Exchange Board, shall vest in the Board; (c) all rights and liabilities of the existing Securities and Exchange Board shall be transferred to, and be the rights and liabilities of, the Board; (d) without prejudice to the provisions of clause (c), all debts, obligations and liabilities incurred, all contracts entered into and all matters and things engaged to be done by, with or for the existing Securities and Exchange Board immediately before that date, for or in connection

12. Inserted by the Securities Laws (Amendment) Act, 1995, w.e.f. 25-1-1995.

SEBI Manual Set of 3 Volumes AUTHOR

: TAXMANN

PUBLISHER

: TAXMANN

DATE OF PUBLICATION : JULY 2021 EDITION

: 37TH EDITION

ISBN NO

: 9788195371471

NO. OF PAGES

: 5202

Rs. 6995

DESCRIPTION Taxmann’s Securities and Exchange Board of India (SEBI) Manual is a compendium of Amended, Updated & Annotated text of Acts/Rules/Regulations/Circulars/ Master Circulars, etc. on SEBI & Securities Laws. This book covers the following Laws: u

SEBI Act, 1992 with Notifications

u Securities

Contracts (Regulations) Act, 1956 with Rules/Regulations & Clarifications

u

SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 with Clarifications

u

Listing Obligations and Disclosure Requirements with Clarifications & Listing Agreements for Indian Depository Receipts

u

70+ SEBI Rules, Regulations and Guidelines

u COVID-19

Circulars

This book also provides Circulars amending/Clarifying the primary Circular together, to give a complete picture.

The Present Publication is the 37th Edition, authored by Taxmann’s Editorial Board, updated till June 2021.

ORDER NOW