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The Securities and Exchange Board of India (SEBI) was established in 1988 and was upgraded to a statutory body in 1992 with the passing of the SEBI Act. SEBI regulates the securities markets in India and protects investors. It has powers to regulate stock exchanges, various market intermediaries, and corporate entities issuing securities. Practicing Company Secretaries can provide compliance certificates for IPOs/FPOs to assure adherence to relevant laws and regulations, as well as perform other roles in the securities market such as advising SMEs on listing requirements and certifying compliance with takeover and insider trading rules.
The Securities and Exchange Board of India (SEBI) was established in 1988 and was upgraded to a statutory body in 1992 with the passing of the SEBI Act. SEBI regulates the securities markets in India and protects investors. It has powers to regulate stock exchanges, various market intermediaries, and corporate entities issuing securities. Practicing Company Secretaries can provide compliance certificates for IPOs/FPOs to assure adherence to relevant laws and regulations, as well as perform other roles in the securities market such as advising SMEs on listing requirements and certifying compliance with takeover and insider trading rules.
The Securities and Exchange Board of India (SEBI) was established in 1988 and was upgraded to a statutory body in 1992 with the passing of the SEBI Act. SEBI regulates the securities markets in India and protects investors. It has powers to regulate stock exchanges, various market intermediaries, and corporate entities issuing securities. Practicing Company Secretaries can provide compliance certificates for IPOs/FPOs to assure adherence to relevant laws and regulations, as well as perform other roles in the securities market such as advising SMEs on listing requirements and certifying compliance with takeover and insider trading rules.
government of India through an executive resolution and was subsequently upgraded as a fully autonomous body (a statutory body) in the year 1992 with the passing of securities and exchange board of India act (SEBI act) on 30 th January 1992.
Shall be a body corporate with perpetual succession an common seal with power to acquire hold and dispose of property. HQ will be in Mumbai and may establish offices at other places in India. Chairman and members of board will be appointed by the central government Government can prescribe terms of offices and other conditions of service of the board and chairman. Primary duties of the board is to protect the interest of the investors.
POWERS: Power to call periodical returns from recognized stock exchanges. Power to compel listing of securities by public companies. Power to levy fees or other changes for carrying out the purposes of regulation. Power to call information or explanation from recognized stock exchanges or their members. Power to grant approval to bye-laws of recognized stock exchanges. Power to control and regulate stock exchanges. FUNCTIONS: Regulation of stock exchanges and self regulatory organizations. Registration and regulation of stock brokers , sub-brokers , registrars of all issues, merchant bankers, underwriters, portfolio managers..etc Registration and regulation of the working of collective investment schemes including mutual funds. Prohibition of fraudulent and unfair trade practices relating to securities market. Prohibiting of insider trading. Regulating substantial acquisition of shares and takeovers of the company.
the board shall consists of following members:-
The chairman who is nominated by Union Government of India. Two members, i.e. Officers from Union Finance Ministry. One member from The Reserve Bank of India. The remaining 5 members are nominated by Union Government of India, out of them at least 3 shall be whole-time members The expression 'stock market' refers to the market that enables the trading of company stocks (collective shares), other securities, and derivatives. Bonds are still traditionally traded in an informal, over-the-counter market known as the bond market. Commodities are traded in commodities markets, and derivatives are traded in a variety of markets (but, like bonds, mostly 'over-the-counter'). Securities market Equity Market Debt Market Government securities Market (gilt securities) Corporate Securities Money Market Derivative Market Options Market Futures Market Foreign exchange market
Financ ial market Capital market Securit ies market New issues market Second ary market other forms of lending and borrowing Money market Primary Market: it deals in the issuance of new securities and bring the savers and users of capital together. Secondary Market: it is the financial market where previously issued securities and financial instruments such as stock, bonds, options, and futures are bought and sold. It provide liquidity to the investors. It helps the players to keep transaction cost very low.
1. COMPLIANCE CERTIFICATE ON IPO / FPO
The Certification includes inter alia, confirmation of compliance of conditions/stipulations prescribed by the Regulatory Authorities and stock exchanges for listing of equity shares on Initial Public Offer (IPO), Further Public Offer (FPO), etc. The scope of the Certification is wide enough to include compliance of all rules, applicable regulations, guidelines in relation to issue of securities, issue of certificates in relation to all transactions of company's securities, physical verification of relevant records and documents. The certification is intended to provide comfort and assurance to both the Merchant bankers and regulators to the effect that the proposed Initial Public Offering (IPO) and Further Public Offer (FPO), conforms to all regulatory prescriptions. The Compliance certificate provide an assurance as to the: Compliance with relevant laws Formalities with SEBI / Stock Exchange / ROC, etc. Compliances with regulations relating to Issue of Capital and Disclosure Requirements Compliances with all the Listing Conditions Other matters like utilization of promoter's contribution, etc. The adoption of this Compliance Certificate also provide comfort to facilitate stock exchanges while considering listing of securities being offered under IPO/FPO. As stated earlier, SEBI has recognized the services of Company Secretaries in employment and practice through introduction of various clauses in the Model SME Equity Listing Agreement viz. appointment of Company Secretary as Compliance Officer, certification with regard to compliance of conditions of corporate governance and completion of all transfers within stipulated time.
A small enterprise in order to get its securities listed on SME Exchanges is required to ensure compliance of various provisions of the Companies Act, 1956, other laws, regulations, listing agreement etc., as applicable.
In order to ensure that the formalities and procedures connected with the issue process by SME are adhered to and the issuer is fully compliant with the Regulations connected therewith, it is suggested that the Practicing Company Secretaries act as Advisor to an Issue guiding adherence to various compliances by the SME proposing listing on the Stock Exchange. The certification of compliance by practicing company secretaries provide comfort and assurance to SEBI and stock exchanges to the effect that the proposed listing of SMEs conforms to all regulatory prescriptions A Company Secretary can effectively discharge responsibility of inspection and investigations under SEBI Act, 1992, as he is thoroughly conversant with the technicalities and substantive provisions of the securities laws and capital market related matters, and has adequate exposure of financial matters, securities trading, banking and finance. Recognizing the core competency of Practicing Company Secretary in legal and procedural aspects of corporate, economic and securities laws, they have been recognized to act as authorized representative before the Tribunals, Appellate Tribunals, Quasi Judicial bodies such as Company Law Board, MRTP Commission, Securities Appellate Tribunal, National Company Law Tribunal, Competition Commission of India, etc. In addition, Practicing Company Secretary is also authorized to issue various certifications under the Regulations and Guidelines made under SEBI Act. The services of Practicing Company Secretaries can therefore be utilized for market surveillance and investigation. 4. ACT AS MEMBER OF STOCK EXCHANGES Practicing Company Secretaries can take memberships of the exchange(s) on fulfilling the eligibility requirements laid down by SEBI.
5. COMPLIANCE CERTIFICATE ON 'QUALIFIED INSTITUTIONS PLACEMENT' Regulation 84(3) reads as under- "84 (3) The issuer shall, while seeking in-principle approval from the recognized stock exchange, furnish a copy of the placement document, a certificate confirming compliance with the provisions of this Chapter along with any other documents required by the stock exchange." Practicing Company Secretaries may issue this compliance Certificate confirming the compliances under ICDR. The certification include legal/secretarial compliances. Since no SEBI approval is required for QIP, it will give additional comfort to SEBI if a comprehensive compliance certificate by PCS is made mandatory for QIP Issue. Regulation 73 (2) of the SEBI ICDR regulations requires a compliance certificate to be given by the statutory auditors. The regulations read as under: "73 (2) The issuer shall place a copy of the certificate of its statutory auditor before the general meeting of the shareholders, considering the proposed preferential issue, certifying that the issue is being made in accordance with the requirements of these regulations." As most of the compliances relates to governance matters, Practicing Company Secretary may be authorized to issue this Compliance Certificate at with other people. There are various regular compliance requirements by a listed entity and its promoters under SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 2011, SEBI (Prohibition of Insider Trading) Regulations, 1992. There have been incidences of non-compliance by listed entities. Practicing Company Secretary may certify compliance of Takeover Code and Insider Trading Regulations on yearly/half-yearly/quarterly basis to help improve compliances. The Issuer may submit a comprehensive Certificate of Compliance, covering various conditions / requirements applicable for listing / continued listing, compliance with SEBI Rules, Regulations obtained from the company secretary' in practice, for each financial year. The issuer may also be required to place this certificate before the meeting of its Board Directors for noting and forwarding to the Stock Exchange within prescribed time. It is understood that the Forward Market Commission (FMC), as part of its initiatives to bring more transparency to the functioning of Commodity Exchanges and help ensuring a greater degree of compliances, is making the audit of brokers mandatory once in three years. Company Secretary in practice may conduct Brokers Audit for members of the Commodity Stock. SUCCESS MANTRA
S- Strategic Thinking U- Understanding C- Curiosity & Commitment C- Can do Attitude E- Excellence in Knowledge S- Sincerity S- Strives for Excellence always and Strong Work Ethics