Comprehensive Course on SEBI Regulations

Introduction to SEBI (Securities and Exchange Board of India)

• Background and Establishment of SEBI
• Objectives of SEBI
• Powers of SEBI
• Functions of SEBI
• Key SEBI Regulations
• Recent Developments in SEBI Framework

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

• Regulation 7 – Appointment of Compliance Officer and their responsibilities.
• Regulation 17 – Board of Directors composition requirements.
• Regulation 18 – Audit Committee composition and role.
• Regulation 19 – Nomination and Remuneration Committee.
• Regulation 20 – Stakeholders Relationship Committee.
• Regulation 21 – Risk Management Committee.

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

• Regulation 24 – Corporate governance for subsidiaries.
• Regulation 27 – Filing of Corporate Governance Report.
• Regulation 30 – Disclosure of Material Events / Information.
• Regulation 31 – Shareholding Pattern disclosures.
• Regulation 32 – Statement of Deviation(s) or Variation(s) in use of funds.
• Regulation 33 – Financial results and disclosure timelines.
• Regulation 34 – Annual Report requirements.
• Regulation 46 – Website disclosures.

SEBI (Prohibition of Insider Trading) Regulations, 2015

• Regulation 2 – Key definitions (Insider, Connected Person, Unpublished Price Sensitive Information – UPSI, etc.).
• Regulation 3 – Communication or procurement of UPSI (prohibition rules).
• Regulation 4 – Trading when in possession of UPSI (prohibition rules).
• Regulation 5 – Trading plans (pre-approved trading by insiders).
• Regulation 6 – Disclosures of trading by certain persons.
• Regulation 7 – Disclosures by promoters, employees, and directors.
• Regulation 8 – Code of Fair Disclosure (internal policy for handling UPSI).
• Regulation 9 – Code of Conduct to regulate, monitor, and report trading by designated persons.
• Regulation 10 – Chinese Wall policy and legitimate purposes.
• Schedule A – Principles of Fair Disclosure for purposes of Code of Practices.
• Schedule B – Minimum Standards for Code of Conduct for listed companies and intermediaries.

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

1. Definitions (Reg. 2)

• Initial Public Offer
• Further Public Offer
• Promoter
• Promoter Group
• Preferential Issue
• Rights Issue
• Qualified Institutional Buyer
• Anchor Investor
• Lock-in

2. Initial Public Offer

• Eligibility Criteria (Reg. 6)
• Appointment of Merchant Banker
• Due Diligence & DRHP preparation
• Filing with SEBI & exchanges
• Roadshows & marketing
• Pricing via Book Building / Fixed Price
• Allotment & listing

3. Fast Track IPO (Reg. 155)- Eligibility Conditions

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

1. Further Public Offer (FPO)

• Eligibility Criteria
• Process Highlights
• Appointment of Merchant Banker
• Due Diligence & Draft Offer Document preparation
• Filing with SEBI & exchanges
• Pricing via Book Building / Fixed Price
• Allotment & listing

2. Prospectus

• Types
• Draft Red Herring Prospectus
• Red Herring Prospectus
• Shelf Prospectus
• Abridged Prospectus
• Contents
• Company details and risk factors
• Financial statements
• Objects of the issue
• Pricing and offer structure
• Legal and regulatory disclosures

3. Fast Track FPO (Reg. 155)- Eligibility Conditions

SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

1. Introduction & Background

• Purpose of SAST Regulations.
• Key definitions (Acquirer, PAC, Target Company, Control, Open Offer).
• Applicability to listed companies.

2. Trigger Points for Open Offer

• Initial Acquisition Threshold: 25% or more of voting rights.
• Creeping Acquisition Limit: 5% or more in a financial year if holding is between 25% and 75%.
• Acquisition of Control: Even without shareholding change, if control is acquired.

3. Part 3 – Open Offer Process

• Public Announcement.
• Detailed Public Statement
• Filing with SEBI and Stock Exchanges.
• Offer Price Determination.
• Offer Size

4. Exemptions from Open Offer

• Inter-se transfer among promoters.
• Acquisition under a scheme of arrangement approved by a court/NCLT.
• Acquisition pursuant to rights issue or buy-back.

SEBI (Buy-Back of Securities) Regulations, 2018

1. Introduction

• Objective of buy-back regulations.
• Benefits of buy-back for companies and shareholders.
• Applicability to listed companies.

2. Modes of Buy-Back

• Tender Offer.
• Open Market Purchase.

3. Conditions for Buy-Back

• Maximum buy-back limit
• Debt-equity ratio post buy-back
• Cooling-off period restrictions.

4. Procedural Requirements

• Board / Shareholder approval thresholds.
• Filing of public announcement.
• Letter of offer to shareholders.
• Escrow account requirements.

5. Post Buy-Back Compliance

• Extinguishment of bought-back securities.
• Filing with SEBI and stock exchanges.
• Prohibition on further issue of same securities for 6 months.

SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003

1. Introduction

• Objective of PFUTP Regulations.
• Role in ensuring fair and transparent securities markets.
• Applicability to all persons and market intermediaries.

2. Key Definitions

• Fraud.
• Unfair trade practice.
• Dealing in securities.
• Inducement and misrepresentation.

3. Prohibited Activities

• False or misleading statements.
• Price rigging and manipulation.
• Circular trading and synchronized trades.
• Pump and dump schemes.
• Creation of false market.

4. Investigation & Enforcement

• SEBI’s powers to investigate.
• Role of surveillance and monitoring systems.
• Evidence collection process.

5. Penalties & Adjudication

• Monetary penalties under SEBI Act.
• Debarment from securities market.
• Criminal prosecution in severe cases.

SEBI (Depositories and Participants) Regulations, 2018

1. Introduction & Background

• Purpose of the regulations.
• Role of depositories in securities market infrastructure.
• Transition from Depositories Act, 1996 to current regulations.

2. Key Definitions

• Depository.
• Participant.
• Beneficial Owner.
• Record Date.
• Dematerialization and Rematerialisation

3. Registration & Eligibility

• Conditions for grant of certificate to depositories.
• Conditions for registration of participants.
• Fit and proper criteria.