2. Swapnil Amin……………………..01
Junaid Bhat………………………..04
Sagar Chiplunkar………………..05
Jatin Kagole……………………….20
Sumit Nayak……………………….30 2
Roshni Shah……………………….42

3. SEBI Bhavan, Mumbai
headquarters
Agency overview
Formed 12 April 1992
Government
Jurisdiction
of India
Mumbai,
Headquarters
Maharashtra
Employees 525 (2009)
Agency U. K. Sinha,
executive Chairman
Website
3
www.sebi.gov.in

4.  Since the empowerment of (SEBI) through an Act of Parliament in
1992, it has taken initiatives that have transformed the market
fundamentally
• Market capitalization
• Number of listed firms
• Trading volumes and turnover both in the spot and futures markets.
 The fastest growing and well-developed asset management
businesses in the
world.
 SEBI was established to strengthen the oversight of the securities
market in
India in the wake of a securities scam that surfaced in 1992.
4

5. ROLE OF SEBI IN PRIMARY MARKET
 3 main Objectives of SEBI
 Entry Norms
 Track record of dividend payment for minimum 3 yrs preceding the issue
 Already listed companies – when post issue net worth becomes more
than 5 times the pre-issue net worth
 For manufacturing company not having such track record- appraise
project by a public financial institution or a schedule commercial bank
 For corporate body – 5 public shareholders for every Rs. 1lac of the net
capital offer made to the public
 Banks - 2 yrs of profitability for issue above par
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6.  Promoters’ Contribution
 Should not be less than 20% of issued capital
 Receiving of promoters’ contribution
 Lock in period as per SEBI
 Cases of non-under written public issues
 Book building
 SEBI recommends two-tier under writing system
 One of the modes of public issues through prospectus
 role of syndicate members and book runner
 Minimum 30 centers
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7.  Allocation of shares
 Minimum application of shares
 Reservation for small investors
 Allotment of securities
 Market Intermediaries
 Licensing of merchant bankers
 Licensing of underwriters, registrars, transfer agent etc..
 Merchant bankers net worth – Rs. 5 cr
 Segregate fund based from fee based activities
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8. ISSUANCE OF SECURITIES
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9. THREE CATEGORIES OF DISCLOSURE
 Disclosure at the time of a public offering,
 On-going or periodic disclosure after listing of
securities.
 Transaction-related disclosures.
SEBI enhanced the disclosures required of a
company at the time of a public offering by building on
the requirements in the Companies Act, 19566 .
9

10. DISCLOSURE
 SEBI suffered from three principal shortcomings.
1. Low frequency, at once a year
2. Insufficient and poorly administered deterrents
against non compliance.
3. A common set of disclosure obligations for
companies with limited as well as widely
distributed ownership.
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11. CORPORATE GOVERNANCE
 Improved standards of corporate governance in
India among the listed companies
 Role of the Board of Directors and directors
individually have been dealt under the Companies
Act 1956
 SEBI’s initiatives starting with the deliberations of
two Committees in succession culminated in the
introduction of Clause 49
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12. ITEMS COVERED UNDER CLAUSE 49
 Ensuring independence of the Board and disclosure of their
compensation
 Ensuring correctness, sufficiency, and credibility of disclosures
 Requirement of financial literacy among members of the audit
committee and expertise in accounting management among
them
 Whistle-blower policy
 Requirement of a formal risk management policy
 Certification of financial and cash flow statements by the
CEO/CFO to the Board
 Quarterly reporting to the stock exchanges on compliance with
the requirements of every provision of Clause
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13. MARKET FOR CORPORATE CONTROL
 Takeover Code Criticisms :
1. Poor drafting
2. Not favourable to hostile acquisitions
13

14. TRADING MECHANISMS
 Indian stock exchanges adopted an electronic
trading system
1. Reduced manipulation of prices
2. Ensured that investors received time-based
priority and correct prices for their trades; and
3. Faster Operations of NSE and The Stock
Exchange.
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15. CRITICISMS TO THE TRADING MECHANISM
 Prior to NSE and BSE going national, the
operations of stock exchanges were limited to
geographical regions.
 As a result the share of trade on regional stock
 exchanges dropped steadily from 57 per cent in
1994-95 to 4 per cent in 2002-03.
 The fact that SEBI had to exert pressure on some
of the exchanges to switch to electronic trading 15

16. DEMATERIALISATION
 FIIs started in 1992 and setting up of Mutual Funds in the private
sector in 1994.
And after that SEBI started with Dematerialization in Jan 1998.
SEBI announced a compulsory of Dematerialization for all issuer
and IPOs by September 2011
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17. BENEFITS OF DEMATERIALIZATION
 Greater liquidity due to the withdrawal of the requirement of minimum
trading lot sizes and reduced “no-delivery” period .
 No loss or risk on account of mutilation or loss of list.
Shorter periods of book closure for corporate actions such as dividends
payments, rights or bonus issues.
 Eliminated delays in transfer that were intended to withhold transfers so as
to create an artificial shortage of list in the market.
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18. MARKET INTEGRITY AND INSIDER
TRADING
 It is essential those who possess an informational advantage do not
exploit the same to derive pecuniary gains for themselves.
 SEBI’s first enactment to curb insider trading , 992 did not make much
progress due to poor enforcement.
 Requiring listed companies, intermediaries, and advisors to set up
internal systems for preventing insider trading and reporting on
compliance or otherwise to SEBI.
 Manipulative practices are usually resort to:
1. Create a false market
2. Push the price of the securities down to unwarrantedly low levels
“insider trading has utterly no place in any fair-minded 18
law abiding economy.” --Mr. Arthur Levitt

19. CONCLUSION
Adequately empowered and independent regulator.
All-round improvement in the institutional framework.
Important processes have been regulated such as takeover
activities, insider trading, manipulative practices, issuance of employee
share options and so on.
SEBI has mandated an enormous increase in the flow of information
at the time of listing, after listing and relating to the trade.
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21. FOR MORE INFORMATION PLEASE VISIT THE WEBSITE.
THANK YOU 21