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(a) a Chairman;
RG CLASSES 9867592616
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PENALTIES
SEC 15A/B/C
1. Failure to furnish any document, return or report , file any return or furnish any
information, books or other documents within the time specified ,maintain books of
accounts or records
2. Failure by registered intermediary to enter into agreement with client
3. Failure to redress grievances of investors,after having been called upon by Board in
writing –
Rs.1lac for each day of failure or
Rs.1Cr whichever is less.
SEC 15F
1. Failure by a Registered Stock Broker to issue CN - Amt not exceeding 5 times amt for
which CN was required to be issued.
2. Failure by Registered Stock Broker to deliver securities to investor- Rs.1 lac for each
day of failure or Rs.1cr whichever is less
RG CLASSES 9867592616
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15G(M.IMP)
INSIDER TRADING
If he deals himself or
Communicate such information
.
RG CLASSES 9867592616
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SAT
ESTABLISHMENT COMPOSITION Qualification
a)Presiding Officer(PO)- Appointed by
CG by notification, CG in consultation with Chief Justice of
establish one or India or his nominee from
more AT to be known a) Presiding Officer i) retired Judge of SC or CJ of HC
b) Two other Officer
as SAT to exercise or
jurisdiction, powers ii) retired Judge of HC who has
& authority completed not less than 7 yrs of
conferred & also service as a Judge in HC.
ma†ers & places in
relation to which
SAT may b)Other Members: Ability, integrity &
exercise jurisdiction. dealing with problems relating to SM &
corporate law, securities laws, finance,
economics or accountancy
DISQUALIFICATION
APPEAL
Person at senior management Against :
level shall not be appointed as PO i)Order of Board made on & a†er commencement of
or Member of SAT during his the Securities Laws (Second Amendment) Act,
service or tenure or within 2 1999,or ii)Order made by AO
years from the date on which he
b) Time Limit :
ceases to hold offi
ce as such in the
i) within of 45 days f rom date on which a copy of
Board order made by Board or AO
May extent if there's sufficient cause.
TENURE
c)Disposal: Dispose of appeal finally within six
months from the date of receipt of appeal a†er giving
a) 5 yrs from the date on
opportunity of being heard
which he enters upon his office
& shall be eligible for re-
appointment.
Differential pricing
5. An issuer may offer specified securities at different
prices, subject to the following:
(a) retail individual investors or retail
individual shareholders or employees entitled for
reservation made under regulation 42 making
an application for specified securities of value
not more than 2,00,000Rs., may be offered
securities at a price lower than the price at
which net offer is made to other categories of
applicants:
PART IV - RESTRICTION ON
TRANSFERABILITY (LOCK-IN) OF
PROMOTERS’ CONTRIBUTION, ETC.
Date of commencement of lock in and inscription of
non-transferability
PROMOTOR PROMOTOR
ALLOCATION IN NET
OFFER TO PUBLIC
a)BB under Reg 26(1) –
RII>=35%, NII>=15%, QIB<=50% out
of
which 5% shall be to MF.
CONDITIONS
1)
a) SR passed by its SH;
b) ES held are in dematerialized form;
c)Compliance with conditions for continuous listing of
ES (d)Obtained PAN of the proposed allo†ees.
.PRICING
public oFFer
(b)Avg of weekly high & low of closing
prices of related ES quoted on RSE
during period shares have been listed
preceding relevant date; or
(c)Avg of weekly high & low of closing
prices of related ES quoted on RSE
during 2 weeks preceding relevant date
CHAPTER VIII
RG CLASSES FOR PENDRIVE CONTACT -9867592616
FOR f
QUALIFIED INSTITUTIONS
PLACEMENT
Applicability
Conditions for qualified institutions placement.
Pricing
19. The qualified institutions placement shall
be made at a price not less than the average of the
weekly high and low of the closing prices of the equity
shares of the same class quoted on the stock exchange
during the two weeks preceding the relevant date:
Restrictions on allotment.
Minimum subscription
26. (1) For non-underwritten
issues:
(a) If the issuing company does not receive
the minimum subscription of 90% of the offer through
offer document on the date of closure of the issue, or if
the subscription level falls below 90% after the closure of
issue on account of cheques having being returned
unpaid or withdrawal of applications, the issuing
company shall forthwith refund the entire subscription
amount received.
CHAPTER XB
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PAPER
(a) (i) XYZ Ltd. wants to make an initial offer of its securities. Advise the company on the following issues under the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009:-
(1) Extent of promoters contribution;
(2) Lock in period of securities held by promoters;
(3) Lock in period of securities held by persons other than promoters;
(4) Lock in period of securities allotted to employees of the company under Employee stock option.
(4 Marks)
(ii) Securities and Exchange Board of India (SEBI) has undertaken inspection of books of accounts and records of LR
Ltd., a listed public company. Specify the measures which may be taken by SEBI under the Securities and Exchange Board of
India Act, 1992 to protect the interest of investors and securities market, on completion of such inquiry. (4 Marks)
SOLUTION
(a) Extent of promoters contribution- shall contribute in the case of an initial public offer, not less than twenty
per cent of the post issue capital:
Provided that in case the post issue shareholding of the promoters is less than twenty per cent, alternative investment funds
may contribute for the purpose of meeting the shortfall
Lock-in period of specified securities held by promoters-
(a) minimum promoters’ contribution including contribution made by alternative investment funds
shall be locked-in for a period of three years from the date of commencement of commercial production or date of allotment in
the public issue, whichever is later;
(b) promoters’ holding in excess of minimum promoters’ contribution shall be locked-in for a
period of one year:
(3) Lock-in period of specified securities held by persons other than promoters- As per the
regulation 37 of the SEBI (ICDR) Regulations, 2009, in case of an initial public offer, the entire pre-issue capital held by
persons other than promoters shall be locked-in for a period of one year.
(4) Lock in period of securities allotted to employees of the company under employees stock
option- As per the regulation 37 of the SEBI (ICDR) Regulations, 2009, in case of an initial public offer, the entire pre-issue
capital held by persons other than promoters shall be locked-in for a period of one year:
Provided that nothing contained in this regulation shall apply to equity shares allotted to employees under an
employee stock option
RTP
a) SEBI received a complaint from an investor that he has not received the payment due to him from a registered stock broker.
Explain the action that can be taken by SEBI against the stock broker under the provisions of Securities and Exchange Board of
India Act, 1992 and the factors that will be taken into account while taking such action.
(b) The Balance Sheet of Royal Ltd. as on 31-03-2015 disclosed the following details:
(i) Authorised share capital Rs. 400 crores
(ii) Paid up share capital Rs. 150 crores
(iii) Reserves and surplus Rs. 750 crores
The company has issued in the year 2010, Fully Convertible Debentures of Rs. 100 crores which are due for conversion in the year
2015. The company proposes, after the conversion of Debentures to issue Bonus shares in the ratio of 1: 1. Explain briefly the
requirements of the Securities and Exchange Board of India (SEBI) Regulations to be followed by the company in this regard.
SOLUTION
(a).SECTION 15F
(b) The Articles of Royal Ltd. must authorize it to issue the bonus shares and capitalization of reserve. If there is no provision
in the Articles authorizing the company, firstly, the Articles shall be amended by passing a special resolution.
1. Steps for determining whether any increase in authorised share capital is required:
(a) Paid up share capital as on 31st March, 2015: Rs. 150 crores.
(b) Paid up capital (after conversion of Rs. 100 crores fully convertible debentures, assuming that these
debentures shall be converted into share capital of Rs. 100 crores) Rs. 250 crores (l50+100).
(c) Proposed bonus issue - 1 share for every 1 share held.
(d) Post bonus issue capital: Rs. 500 crores (250+250).
Since the Authorised share capital of the company is only Rs. 400 crores, it has to take steps to increase the amount
to Rs. 500 crores or beyond by complying with the provisions laid down in the Companies Act, 2013
.
THIS QUESTION WAS ASKED IN NOV 2016 ICAI PAPER ALSO
due to the investor in the manner within the period specified in the regulations.
(c) Any collection of charges by way of brokerage which is in excess of the brokerage specified in the
regulations.