Investment and Securities Law Notes | B.B.A. LL.B. (Five Years) Semester 7 | SPPU | munotes

Contents

Module 01 Regulatory Framework to Govern Securities in India

1. The Growth of the Indian Capital Market 1
2. Securities as Property 7
3. Kinds of Share Capital and the Nature of a Share 14
4. Issue and Redemption of Preference Shares 20
5. Debentures and the Power to Nominate 26
6. What a Prospectus Is, and What It Must Say 33
7. Kinds of Prospectus 40
8. The Golden Rule, or Golden Legacy 47
9. Disclosure Norms under the Companies Act, the SCRA and the SEBI Act 52

Module 02 Concept of Securities Market and Securities Market Intermediaries

1. The Indian Capital Market: Structure 56
2. How a Company Raises Money: Public Offer and Private Placement 62
3. Resource Mobilisation in the Capital Market 67
4. The Public Offer 72
5. Pricing the Issue 79
6. Further Issue of Share Capital and Bonus Shares 84
7. Private Placement and Global Depository Receipts 91
8. The ICDR Regulations: IPO, FPO, Bonus Issue and Qualified Institutions Placement 98
9. Registration of Intermediaries, and Market Abuse 103
10. Securities Market Intermediaries: Who They Are and What They Do 110

Module 03 Securities and Exchange Board of India and the Depositories Act, 1996

1. Why SEBI: The Securities Market and Its Regulator 114
2. The Formation of the SEBI Board 119
3. Features of the Indian Capital Market and the Role of SEBI 124
4. The Functions and Powers of SEBI 131
5. Penalties and Adjudication under the SEBI Act 139
6. Offences, Special Courts and Recovery under the SEBI Act 146
7. SEBI's Informal Guidance: No-action Letters and Interpretive Letters 152
8. SEBI's Finance and the Remaining Provisions 157
9. The Securities Appellate Tribunal 163
10. Dematerialisation 169
11. The Depositories Act, 1996: Rights and Obligations, and Rematerialisation 176
12. Allotment of Securities 182
13. Transfer and Transmission of Securities 188
14. The Register of Members, and Significant Beneficial Owners 195

Module 04 Stock Exchange and Investor Protection

1. Recognised Stock Exchanges under the SCRA: Recognition, Withdrawal and Demutualisation 205
2. Minimum Public Shareholding, and Listing under the SCRA 212
3. Contracts in Securities: Spot Delivery, Badla, Futures and Options 216
4. Derivatives and the Law 221
5. Investor Protection: the Design 229
6. Acceptance of Deposits: What a Deposit Is and Who May Take One 235
7. Repayment, Damages for Fraud, and Punishment 242
8. Civil Liability for Mis-statements in a Prospectus 249
9. Criminal Liability, Fraudulent Inducement and Personation 255
10. Books of Account and Financial Statements 262
11. Declaration and Payment of Dividend 271
12. Class Action 280

Module 05 Insider Trading and Takeover Code

1. Insider Trading: The Definitions 289
2. Insider Trading: Trading Plans, Window Closure and Penalties 298
3. Insider Trading in the United Kingdom and the United States 309
4. Takeovers, the SEBI Regulations and the Competition Act 315
5. The Takeover Code: Definitions and Triggers 319
6. The Takeover Code: Public Announcement, Open Offer and Exemptions 325

Module 06 SEBI (Listing Obligations and Disclosure Requirement Regulations)

1. Listing, Delisting and the Listing Agreement 330
2. The LODR Regulations: Principles of Disclosure, the Compliance Officer and Investor Grievances 335
3. Board Composition and Independent Directors 340
4. Board Committees 353
5. Disclosure of Interest and Related Party Transactions 362
6. Corporate Governance 372
7. Corporate Governance under the LODR Regulations 381
8. Disclosure of Events, Reclassification of Promoters and the Annual Report 386
9. The Board's Report, the Annual Report and Integrated Reporting 392

Module 07 Foreign Investment Laws

1. From FERA to FEMA 400
2. The Key Definitions of FEMA 405
3. Dealing in and Holding Foreign Exchange 410
4. Current Account Transactions 415
5. Capital Account Transactions and Foreign Investment 419
6. Export of Goods and Services, and Realisation of Foreign Exchange 424
7. Authorised Persons and the Reserve Bank under FEMA 429
8. Contraventions, Penalties and Compounding 434
9. Adjudication and Appeals under FEMA 440
10. The Directorate of Enforcement, and the Rest of FEMA 446
11. Foreign Direct Investment in India 452
12. FDI Instruments, Reporting and Enforcement 467
13. Overseas Direct Investment, Joint Ventures and Wholly Owned Subsidiaries 477
14. NRI Investment and Foreign Portfolio Investment 483