SEBI (Securities and Exchange Board of India) is a statutory body that regulates and develops the securities market in India. Its key objectives are to protect investors, promote the securities market, and regulate market activities. SEBI regulates both the primary market (initial public offerings) and secondary market (stock exchanges). It sets rules for public issues, disclosure requirements, book building, and intermediaries like merchant bankers. In the secondary market, SEBI has implemented reforms around market infrastructure, clearing and settlement, and monitoring price stabilization. SEBI also regulates foreign institutional investments in India through registration of FIIs and setting investment ceilings and guidelines.

1. SECURITIES EXCHANGE
BOARD OF INDIA(SEBI)

2. SEBI
Securities and Exchange Board of India
(SEBI) - A statutory body established
under the SEBI Act, 1992
Objectives
 Protect the interests of Investors
 Promote and Development the Securities
Market
 Regulate the Securities Market

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Functions of SEBI
Regulating the business in stock exchange and
any other securities market
Registering and regulating the workings of
intermediaries associated with securities market
Registering and regulating the working of
collective investment schemes including mutual
funds
Promoting and regulating self-regulatory
organizations
Prohibiting fraudulent and unfair trade practices
in the securities market

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Functions of SEBI
Promoting investors education and training of
intermediaries in securities market
Prohibiting insiders trading in securities
Regulating substantial acquisition of shares and
take-over of companies
Calling for information, undertaking inspection,
conducting enquiries and audits of the stock
exchanges, intermediaries and self-regulatory
organizations in the securities market

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Organization of SEBI
Departments
Primary Mkt. dept.
Issue Mgt. & Intermediaries Dept.
Secondary Mkt. dept.
Institutional Invt.Advisory
Committees

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SEBI Regulates……….
SEBI
regulates
Primary
Market
Secondary
Market
Mutual
Funds
Foreign
Institutional
Investment

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SEBI & Primary Market
Measures undertaken by SEBI:-
 Entry norms
 Promoters’ contribution
 Disclosure
 Book building
 Allocation of shares
 Market intermediaries

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Conti………..
1. Entry norms
a) Track record of dividend payment for
minimum 3 yrs preceding the issue.
b) Already listed companies - when post-
issue net worth becomes more than 5 times
the pre-issue net worth
c) For Manufacturing company not having
such track record – appraise project by a
public financial institution or a scheduled
commercial bank.

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Conti………..
2. Promoters’ contribution
 Should not be less than 20% of the issued capital.
 Receiving of promoters’ contribution.
 Lock in period as per SEBI.
 Cases of non-under written public issues.
3. Disclosure
draft prospectus
Un audited financial results

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Conti………..
4. Book building
SEBI recommends two-tier under writing system
One of the mode of public issue thru prospectus.
Role of syndicate members and book runners.
Minimum 30 centers.
5. Allocation of shares
Minimum application of shares
Reservation for small investors
Allotment of securities

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Conti………..
6. Market intermediaries
Licensing of merchant bankers
Licensing of underwriters, registrars, transfer agents,
etc.,
Merchant bankers net worth – Rs.5 crores
Segregate fund based from fee based activities.

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SEBI & Secondary Market
Reforms in the secondary market:-
1. Governing board
2. Infrastructure
3. Clearing & Settlement
4. Debt market
5. Price stabilization
6. Delisting
7. Brokers
8. Insider Trading

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Conti………..
1. Governing board
Brokers and non-brokers representation
made 50:50
60% of brokers in arbitration, disciplinary &
default committees
For trading members 40% representation
2. Infrastructure
On-line screen based trading terminals

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

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Conti………..
4. Debt market segment
Regulates thru SEBI (depository & participants)
regulation Act 1996.
Listing of debt instruments
Invt. Range for FIIs
Dual rating for above Rs.500 million

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

17. Conti………..
6. Delisting
 On voluntary de-listing from regional stock exchanges –
buy offer to all share holders
 Promoters to buy or arrange buyers for the securities
 3 yrs listing fees from companies and be kept in Escrow
A/c with the stock exchange.
4/23/2020 SAPM17

18. SEBI and the FIIs
Union Govt. allowed-
Foreign Institutional Investors (FIIs)
Non-Resident Indians (NRIs), and
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:-
Affects the sensex movements
Determines the market indications
Guidelines announced in 1992
In 1993, 12 FIIs got registered
At the end of 1996-97, 439 FIIs were registered
Can trade in securities of listed companies including OTCEI.

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

20. Monitoring Foreign Investments
The Reserve Bank of India
monitors the ceilings on FII/NRI/PIO investments in Indian companies
on a daily basis.
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.

21. SEBI guidelines for FIIs:-
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 –
1. Have track record, professional & competence record, financial
soundness, general reputation of fairness and integrity.
2. Regulated by an appropriate foreign regulatory authority.
3. Permission under the provisions of FERA Act 1973.(FEMA - 2006)
Valid up to 5 yrs.

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Custodians
Is an agency
appointment of the custodian
Maintenance of accounts
Submission of semi-annual reports (SEBI & RBI)
Inspection of accounts
SEBI Guidelines:-
Foreign brokers can operate only on behalf of registered FIIs.
Execution of orders for sale and purchase of securities are done
by a member of an Indian stock exchange
Time stipulation for transaction b/w custodian & member of ISE is
48 hrs.

23. 4/23/2020 SAPM 23
Preferential allotment -To boost up the financial
resources
Regulation:-
Under mutual consent of the shareholders
As per the ceilings
Allotment on the highest price (26 weeks)
Permitted up to 15% of the equity within the ceiling
Holdings of a single FII – increased from 5% to 10% of
the equity of a company

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Recent developments in FIIs
Exemption from attaching copy of RBI approval with each market
lots.
Allowed to invest in unlisted stocks of any company.
Allowed to invest up to 100% in debt instruments.
Mandatory to settle transactions thru dematerialized mode for
FIIs having securities more than Rs.10 cr.