Bare Act

Securities and Exchange Board of India Act, 1992

[As amended by the  Securities Laws(Amendment) Act, 2014] 

SECTIONS 

CHAPTER I 

PRELIMINARY 

  1. Short title, extent and commencement 
  2. Definitions 

CHAPTER II 

ESTABLISHMENT OF THE SECURITIES AND  

EXCHANGE BOARD OF INDIA 

  1. Establishment and incorporation of Board 
  2. Management of the Board 
  3. Term of office and conditions of service of Chairman and members of the Board 6. Removal of member from office 
  4. Meetings 

7A. Member not to participate in meetings in certain cases 

  1. Vacancies, etc., not to invalidate proceedings of Board 
  2. Officers and employees of the Board 

CHAPTER III 

TRANSFER OF ASSETS, LIABILITIES, ETC., OF THE  

EXISTING SECURITIES AND EXCHANGE  

BOARD TO THE BOARD 

  1. Transfer of assets, liabilities, etc., of existing Securities and Exchange Board to the  Board 

CHAPTER IV 

POWERS AND FUNCTIONS OF THE BOARD 

  1. Functions of Board 

11A. Board to regulate or prohibit issue of prospectus, offer document or advertisement  soliciting money for issue of securities 

11AA. Collective investment scheme 

11B. Power to issue directions 

11C. Investigation 

11D. Cease and desist proceedings 

CHAPTER V 

REGISTRATION CERTIFICATE 

  1. Registration of stock brokers, sub-brokers, share transfer agents, etc.

CHAPTER VA 

PROHIBITION OF MANIPULATIVE AND DECEPTIVE  

DEVICES, INSIDER TRADING AND SUBSTANTIAL 

ACQUISITION OF SECURITIES OR CONTROL 

12A. Prohibition of manipulative and deceptive devices, insider trading and substantial  acquisition of securities or control 

CHAPTER VI 

FINANCE, ACCOUNTS AND AUDIT 

  1. Grants by the Central Government 
  2. Fund 
  3. Accounts and audit 

CHAPTER VIA 

PENALTIES AND ADJUDICATION 

15A. Penalty for failure to furnish information, return, etc

15B. Penalty for failure by any person to enter into agreement with clients 15C. Penalty for failure to redress investors‘ grievances 

15D. Penalty for certain defaults in case of mutual funds 

15E. Penalty for failure to observe rules and regulations by an asset management company 15F. Penalty for default in case of stock brokers 

15G. Penalty for insider trading 

15H. Penalty for non-disclosure of acquisition of shares and takeovers 15HA. Penalty for fraudulent and unfair trade practices 

15HB. Penalty for contravention where no separate penalty has been provided 15-I. Power to adjudicate 

15J. Factors to be taken into account by the Adjudicating Officer 

15JA. Crediting sums realised by way of penalties to Consolidated Fund of India 15JB. Settlement of administrative and civil proceedings 

CHAPTER VIB 

ESTABLISHMENT, JURISDICTION, AUTHORITY AND  

PROCEDURE OF APPELLATE TRIBUNAL 

15K. Establishment of Securities Appellate Tribunals 

15L. Composition of Securities Appellate Tribunal 

15M. Qualification for appointment as Presiding Officer or Member of Securities Appellate  Tribunal 

15N. Tenure of office of Presiding Officer and other members of Securities Appellate  Tribunal 

15-O. Salary and allowances and other terms and conditions of service of Presiding Officers

15P. Filling up of vacancies 

15Q. Resignation and removal 

15R. Orders constituting Appellate Tribunal to be final and not to invalidate its  proceedings 

15S. Staff of the Securities Appellate Tribunal 

15T. Appeal to the Securities Appellate Tribunal 

15U. Procedure and powers of the Securities Appellate Tribunal 

15V. Right to legal representation 

15W. Limitation 

15X. Presiding Officer, members and staff of Securities Appellate Tribunals to be public  servants 

15Y. Civil Court not to have jurisdiction 

15Z. Appeal to Supreme Court 

CHAPTER VII 

MISCELLANEOUS 

  1. Power of Central Government to issue directions 
  2. Power of Central Government to supersede the Board 
  3. Returns and reports 
  4. Delegation 
  5. Appeals 

20A. Bar of jurisdiction 

  1. Savings 
  2. Members, officers and employees of the Board to be public servants 23. Protection of action taken in good faith 
  3. Offences 

24A. Composition of certain offences 

24B. Power to grant immunity 

  1. Exemption from tax on wealth and income 
  2. Cognizance of offences by Courts 

 26A. Establishment of Special Courts 

 26B. Offences triable by Special Courts 

 26C. Appeal and revision 

 26D. Application of Code to proceedings before Special Court 

 26E. Transitional Provisions 

  1. Offences by companies 
  2. [Omitted by the Securities Laws (Amendment) Act, 1995, w.e.f. 25-1-1995]  28A. Recovery of amounts 
  3. Power to make rules 
  4. Power to make regulations 
  5. Rules and regulations to be laid before Parliament

  1. Application of other laws not barred 
  2. [Repealed by Repealing & Amending Act, 2001] 
  3. Power to remove difficulties 

 34A. Validation of certain acts 

  1. Repeal and saving 

THE SCHEDULE [Repealed by Repealing & Amending Act, 2001] 

SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 

[15 OF 1992] 

[4th April, 1992] 

An Act to provide for the establishment of a Board to protect the interests of investors in  securities and to promote the development of, and to regulate, the securities market and for  matters connected therewith or incidental thereto 

BE it enacted by Parliament in the Forty-third Year of the Republic of India as follows : 

CHAPTER I 

PRELIMINARY 

Short title, extent and commencement. 

  1. (1) This Act may be called the Securities and Exchange Board of India Act, 1992. (2) It extends to the whole of India. 

(3) It shall be deemed to have come into force on the 30th day of January, 1992. 

Definitions. 

  1. (1) In this Act, unless the context otherwise requires,— 

(a) ―Board‖ means the Securities and Exchange Board of India established under section 3; (b) ―Chairman‖ means the Chairman of the Board; 

1[(ba) ―collective investment scheme‖ means any scheme or arrangement which satisfies the  conditions specified in section 11AA;] 

(c) ―existing Securities and Exchange Board‖ means the Securities and Exchange Board of  India constituted under the Resolution of the Government of India in the Department of  Economic Affairs No. 1(44) SE/86, dated the 12th day of April, 1988; 

(d) ―Fund‖ means the Fund constituted under section 14; 

(e) ―member‖ means a member of the Board and includes the Chairman; (f) ―notification‖ means a notification published in the Official Gazette; 

(g) ―prescribed‖ means prescribed by rules made under this Act; 

(h) ―regulations‖ means the regulations made by the Board under this Act; 2[(ha) ―Reserve Bank‖ means the Reserve Bank of India constituted under section 3 of the  Reserve Bank of India Act, 1934 (2 of 1934);] 

  

1Inserted by the Securities Laws (Amendment) Act, 1999, w.e.f. 22-2-2000. 

2Inserted by the Securities Laws (Amendment) Act, 2002, w.e.f. 29-10-2002.

(i) ―securities‖ has the meaning assigned to it in section 2 of the Securities Contracts  (Regulation) Act, 1956 (42 of 1956). 

3[(2) Words and expressions used and not defined in this Act but defined in the Securities  Contracts (Regulation) Act, 1956 (42 of 1956) 4[or the Depositories Act, 1996], shall have the  meanings respectively assigned to them in that Act]. 

CHAPTER II 

ESTABLISHMENT OF THE SECURITIES AND EXCHANGE BOARD OF INDIA Establishment and incorporation of Board. 

  1. (1) With effect from such date as the Central Government may, by notification, appoint, there  shall be established, for the purposes of this Act, a Board by the name of the Securities and  Exchange Board of India. 

(2) The Board shall be a body corporate by the name aforesaid, having perpetual succession and  a common seal, with power subject to the provisions of this Act, to acquire, hold and dispose of  property, both movable and immovable, and to contract, and shall, by the said name, sue or be  sued. 

(3) The head office of the Board shall be at Bombay. 

(4) The Board may establish offices at other places in India. 

Management of the Board. 

  1. (1) The Board shall consist of the following members, namely:— 

(a) a Chairman; 

(b) two members from amongst the officials of the 5[Ministry] of the Central Government  dealing with Finance 6[and administration of the Companies Act, 1956 (1 of 1956)]; (c) one member from amongst the officials of 7[the Reserve Bank]; 

8[(d) five other members of whom at least three shall be the whole-time members,] to be  appointed by the Central Government. 

(2) The general superintendence, direction and management of the affairs of the Board shall vest  in a Board of members, which may exercise all powers and do all acts and things which may be  exercised or done by the Board. 

(3) Save as otherwise determined by regulations, the Chairman shall also have powers of  general superintendence and direction of the affairs of the Board and may also exercise all  powers and do all acts and things which may be exercised or done by that Board. 

  

3 Substituted by the Securities Laws (Amendment) Act, 1995, w.e.f. 25-01-1995. Prior to its substitution, sub-section (2) reads as under: 

―(2) Words and expressions used and not defined in this Act but defined in the Capital Issues (Control) Act, 1947 or the Securities Contracts Regulation Act, 1956 shall have the same meanings respectively  assigned to them in those Acts.‖ 

4Inserted by the Depositories Act, 1996, w.r.e.f. 20-09-1995.  

5 Substituted for ―Ministries‖ by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002. 6 Substituted for ―and law‖, by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002.  7 Substituted for ―the Reserve Bank of India constituted under section 3 of the Reserve Bank of India Act  1934 (2 of 1934)‖, by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002.  

8 Substituted by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002. Prior to its substitution, clause (d)  read as: ―(d) two other members‖. 

(4) The Chairman and members referred to in clauses (a) and (d) of sub-section (1) shall be  appointed by the Central Government and the members referred to in clauses (b) and (c) of that  sub-section shall be nominated by the Central Government and the 9[Reserve Bank]  respectively. 

(5) The Chairman and the other members referred to in clauses (a) and (d) of sub-section (1)  shall be persons of ability, integrity and standing who have shown capacity in dealing with  problems relating to securities market or have special knowledge or experience of law, finance,  economics, accountancy, administration or in any other discipline which, in the opinion of the  Central Government, shall be useful to the Board. 

Term of office and conditions of service of Chairman and members of the Board. 5. (1) The term of office and other conditions of service of the Chairman and the members  referred to in clause (d) of sub-section (1) of section 4 shall be such as may be prescribed. (2) Notwithstanding anything contained in sub-section (1), the Central Government shall have  the right to terminate the services of the Chairman or a member appointed under clause (d) of  sub-section (1) of section 4, at any time before the expiry of the period prescribed under sub section (1), by giving him notice of not less than three months in writing or three months‘ salary  and allowances in lieu thereof, and the Chairman or a member, as the case may be, shall also  have the right to relinquish his office, at any time before the expiry of the period prescribed  under sub-section (1), by giving to the Central Government notice of not less than three months  in writing. 

Removal of member from office. 

  1. 10[* * *] The Central Government shall remove a member from office if he— (a) is, or at any time has been, adjudicated as insolvent; 

(b) is of unsound mind and stands so declared by a competent court; 

(c) has been convicted of an offence which, in the opinion of the Central Government,  involves a moral turpitude; 

(d)11[* * *] 

(e) has, in the opinion of the Central Government, so abused his position as to render his  continuation in office detrimental to the public interest : 

Provided that no member shall be removed under this clause unless he has been given a  reasonable opportunity of being heard in the matter. 

Meetings. 

  1. (1) The Board shall meet at such times and places, and shall observe such rules of procedure  in regard to the transaction of business at its meetings (including quorum at such meetings) as  may be provided by regulations. 

(2) The Chairman or, if for any reason, he is unable to attend a meeting of the Board, any other  member chosen by the members present from amongst themselves at the meeting shall preside  at the meeting. 

  

9 Substituted for ―Reserve Bank of India‖ by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002. 10 ―(1)‖ omitted by Securities Laws (Amendment) Act 1995, w.e.f. 25-1-1995. 

11 Omitted, by Securities Laws (Amendment) Act 1995, w.e.f. 25-1-1995. Prior to omission clause (d) read  as: ―(d) is appointed as a director of a company‖.

(3) All questions which come up before any meeting of the Board shall be decided by a majority  votes of the members present and voting, and, in the event of an equality of votes, the  Chairman, or in his absence, the person presiding, shall have a second or casting vote. 

12[Member not to participate in meetings in certain cases. 

7A.Any member, who is a director of a company and who as such director has any direct or  indirect pecuniary interest in any matter coming up for consideration at a meeting of the Board,  shall, as soon as possible after relevant circumstances have come to his knowledge, disclose the  nature of his interest at such meeting and such disclosure shall be recorded in the proceedings  of the Board, and the member shall not take any part in any deliberation or decision of the  Board with respect to that matter.] 

Vacancies, etc., not to invalidate proceedings of Board. 

  1. No act or proceeding of the Board shall be invalid merely by reason of— (a) any vacancy in, or any defect in the constitution of, the Board; or 

(b) any defect in the appointment of a person acting as a member of the Board; or (c) any irregularity in the procedure of the Board not affecting the merits of the case. 

Officers and employees of the Board. 

  1. (1) The Board may appoint such other officers and employees as it considers necessary for the  efficient discharge of its functions under this Act. 

(2) The term and other conditions of service of officers and employees of the Board appointed  under sub-section (1) shall be such as may be determined by regulations. 

CHAPTER III 

TRANSFER OF ASSETS, LIABILITIES, ETC., OF THE EXISTING SECURITIES AND  EXCHANGE BOARD TO THE BOARD 

Transfer of assets, liabilities, etc., of existing Securities and Exchange Board to the Board. 10. (1) On and from the date of establishment of the Board,— 

(a) any reference to the existing Securities and Exchange Board in any law other than this  Act or in any contract or other instrument shall be deemed as a reference to the Board; (b) all properties and assets, movable and immovable, of, or belonging to, the existing  Securities and Exchange Board, shall vest in the Board; 

(c) all rights and liabilities of the existing Securities and Exchange Board shall be transferred  to, and be the rights and liabilities of, the Board; 

(d) without prejudice to the provisions of clause (c), all debts, obligations and liabilities  incurred, all contracts entered into and all matters and things engaged to be done by,  with or for the existing Securities and Exchange Board immediately before that date, for  or in connection with the purpose of the said existing Board shall be deemed to have  been incurred, entered into, or engaged to be done by, with or for, the Board; 

(e) all sums of money due to the existing Securities and Exchange Board immediately before  that date shall be deemed to be due to the Board; 

  

12 Inserted by Securities Laws (Amendment) Act 1995, w.e.f. 25-1-1995.

(f) all suits and other legal proceedings instituted or which could have been instituted by or  against the existing Securities and Exchange Board immediately before that date may be  continued or may be instituted by or against the Board; and 

(g) every employee holding any office under the existing Securities and Exchange Board  immediately before that date shall hold his office in the Board by the same tenure and  upon the same terms and conditions of service as respects remuneration, leave,  provident fund, retirement and other terminal benefits as he would have held such office  if the Board had not been established and shall continue to do so as an employee of the  Board or until the expiry of the period of six months from that date if such employee  opts not to be the employee of the Board within such period. 

(2) Notwithstanding anything contained in the Industrial Disputes Act, 1947 (14 of 1947), or in  any other law for the time being in force, absorption of any employee by the Board in its regular  service under this section shall not entitle such employee to any compensation under that Act or  other law and no such claim shall be entertained by any court, tribunal or other authority. 

CHAPTER IV 

POWERS AND FUNCTIONS OF THE BOARD 

Functions of Board. 

  1. (1) Subject to the provisions of this Act, it shall be the duty of the Board to protect the  interests of investors in securities and to promote the development of, and to regulate the  securities market, by such measures as it thinks fit. 

(2) Without prejudice to the generality of the foregoing provisions, the measures referred to  therein may provide for— 

(a) regulating the business in stock exchanges and any other securities markets; (b) registering and regulating the working of stock brokers, sub-brokers, share transfer  agents, bankers to an issue, trustees of trust deeds, registrars to an issue, merchant  bankers, underwriters, portfolio managers, investment advisers and such other  intermediaries who may be associated with securities markets in any manner; 13[(ba) registering and regulating the working of the depositories,14[participants], custodians  of securities, foreign institutional investors, credit rating agencies and such other  intermediaries as the Board may, by notification, specify in this behalf;] 

(c) registering and regulating the working of 15[venture capital funds and collective  investment schemes], including mutual funds; 

(d) promoting and regulating self-regulatory organisations; 

(e) prohibiting fraudulent and unfair trade practices relating to securities markets; (f) promoting investors‘ education and training of intermediaries of securities markets; (g) prohibiting insider trading in securities; 

(h) regulating substantial acquisition of shares and take over of companies; (i) calling for information from, undertaking inspection, conducting inquiries and audits of  the 16[stock exchanges, mutual funds, other persons associated with the securities  market], intermediaries and self-regulatory organisations in the securities market; 

  

13 Inserted by Securities Laws (Amendment) Act 1995, w.r.e.f. 25-1-1995. 

14 Inserted by the Depositories Act, 1996, w.r.e.f. 20-9-1995. 

15 Substituted for ―collective investment schemes‖ by Securities Laws (Amendment) Act 1995, w.e.f. 25-1- 1995. 

16 Substituted for ―stock exchanges and‖ by the Securities Laws (Amendment) Act 1995, w.e.f. 25-1-1995.

17[(ia) calling for information and records from any person including any bank or any other  authority or board or corporation established or constituted by or under any Central or  State Act which, in the opinion of the Board, shall be relevant to any investigation or  inquiry by the Board in respect of any transaction in securities;] 

 18[(ib) calling for information from, or furnishing information to, other authorities, whether  in India or outside India, having functions similar to those of the Board, in the matters  relating to the prevention or detection of violations in respect of securities laws, subject  to the provisions of other laws for the time being in force in this regard: 

 Provided that the Board, for the purpose of furnishing any information to any  authority outside India, may enter into an arrangement or agreement or understanding  with such authority with the prior approval of the Central Government;] 

(j) performing such functions and exercising such powers under the provisions of 19[* * *]  the Securities Contracts (Regulation) Act, 1956 (42 of 1956), as may be delegated to it by  the Central Government; 

(k) levying fees or other charges for carrying out the purposes of this section; (l) conducting research for the above purposes; 

20[(la) calling from or furnishing to any such agencies, as may be specified by the Board, such  information as may be considered necessary by it for the efficient discharge of its  functions;] 

(m) performing such other functions as may be prescribed. 

21[(2A) Without prejudice to the provisions contained in sub-section (2), the Board may take  measures to undertake inspection of any book, or register, or other document or record of any  listed public company or a public company (not being intermediaries referred to in section 12)  which intends to get its securities listed on any recognised stock exchange where the Board has  reasonable grounds to believe that such company has been indulging in insider trading or  fraudulent and unfair trade practices relating to securities market.] 

22[(3) Notwithstanding anything contained in any other law for the time being in force while  exercising the powers under 23[clause (i) or clause (ia) of sub-section (2) or sub- section (2A)], the  Board shall have the same powers as are vested in a civil court under the Code of Civil  Procedure, 1908 (5 of 1908), while trying a suit, in respect of the following matters, namely :— 

(i) the discovery and production of books of account and other documents, at such place  and such time as may be specified by the Board; 

(ii) summoning and enforcing the attendance of persons and examining them on oath; (iii) inspection of any books, registers and other documents of any person referred to in  section 12, at any place;] 

  

17 Substituted for ―calling for information and record from any bank or any other authority or board or  corporation established or constituted by or under any Central, State or Provincial Act in respect of any  transaction in securities which is under investigation or inquiry by the Board‖ by the Securities Laws  (Amendment) Act, 2014, w.r.e.f. 18-07-2013. Earlier, section 11(2)(ia) was inserted by the SEBI  (Amendment) Act, 2002 w.e.f. 29-10-2002. 

18 Inserted by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 06-03-1998. 

19 The words ―the Capital Issues (Control) Act, 1947 (29 of 1947) and‖ omitted by the Securities Laws  (Amendment) Act 1995, w.e.f. 25-1-1995. 

20 Inserted by the Securities Laws (Amendment) Act 1995, w.e.f. 25-1-1995.  

21 Inserted by the the SEBI (Amendment) Act, 2002 w.e.f. 29-10-2002. 

22 Inserted by the Securities Laws (Amendment) Act 1995, w.e.f. 25-1-1995. 

23 Substituted for ―clause (i) of sub-section (2)‖ by the SEBI (Amendment) Act, 2002 w.e.f. 29-10-2002.

24[(iv) inspection of any book, or register, or other document or record of the company  referred to in sub-section (2A); 

(v) issuing commissions for the examination of witnesses or documents.] 

25[(4) Without prejudice to the provisions contained in sub-sections (1), (2), (2A) and (3) and  section 11B, the Board may, by an order, for reasons to be recorded in writing, in the interests of  investors or securities market, take any of the following measures, either pending investigation  or inquiry or on completion of such investigation or inquiry, namely:— 

(a) suspend the trading of any security in a recognised stock exchange; 

(b) restrain persons from accessing the securities market and prohibit any person associated  with securities market to buy, sell or deal in securities; 

(c) suspend any office-bearer of any stock exchange or self-regulatory organisation from  holding such position; 

(d) impound and retain the proceeds or securities in respect of any transaction which is  under investigation; 

(e) attach, after passing of an order on an application made for approval by the Judicial  Magistrate of the first class having jurisdiction, for a period not exceeding one month,  one or more bank account or accounts of any intermediary or any person associated  with the securities market in any manner involved in violation of any of the provisions  of this Act, or the rules or the regulations made thereunder : 

Provided that only the bank account or accounts or any transaction entered therein, so  far as it relates to the proceeds actually involved in violation of any of the provisions of  this Act, or the rules or the regulations made thereunder shall be allowed to be attached; 

(f) direct any intermediary or any person associated with the securities market in any  manner not to dispose of or alienate an asset forming part of any transaction which is  under investigation : 

Provided that the Board may, without prejudice to the provisions contained in sub-section (2) or  sub-section (2A), take any of the measures specified in clause (d) or clause (e) or clause (f), in  respect of any listed public company or a public company (not being intermediaries referred to  in section 12) which intends to get its securities listed on any recognised stock exchange where  the Board has reasonable grounds to believe that such company has been indulging in insider  trading or fraudulent and unfair trade practices relating to securities market : 

Provided further that the Board shall, either before or after passing such orders, give an  opportunity of hearing to such intermediaries or persons concerned.] 

26[(5) The amount disgorged, pursuant to a direction issued, under section 11B of this Act or  section 12A of the Securities Contracts (Regulation) Act, 1956 or section 19 of the Depositories  Act, 1996, as the case may be, shall be credited to the Investor Protection and Education Fund  established by the Board and such amount shall be utilised by the Board in accordance with the  regulations made under this Act.] 

  

24 Inserted by the SEBI (Amendment) Act, 2002 w.e.f. 29-10-2002. 

25 Inserted by the SEBI (Amendment) Act, 2002 w.e.f. 29-10-2002. 

26 Inserted by the Securities Laws (Amendment) Act, 2014 w.r.e.f. 18-07-2013.

10 

27[Board to regulate or prohibit issue of prospectus, offer document or advertisement  soliciting money for issue of securities. 

11A.(1) Without prejudice to the provisions of the Companies Act, 1956 (1 of 1956), the Board  may, for the protection of investors,— 

(a) specify, by regulations— 

(i) the matters relating to issue of capital, transfer of securities and other matters  incidental thereto; and 

(ii) the manner in which such matters shall be disclosed by the companies; (b) by general or special orders— 

(i) prohibit any company from issuing prospectus, any offer document, or  advertisement soliciting money from the public for the issue of securities; (ii) specify the conditions subject to which the prospectus, such offer document or  advertisement, if not prohibited, may be issued. 

(2) Without prejudice to the provisions of section 21 of the Securities Contracts (Regulation) Act,  1956 (42 of 1956), the Board may specify the requirements for listing and transfer of securities  and other matters incidental thereto.] 

28[Collective investment scheme. 

11AA. (1) Any scheme or arrangement which satisfies the conditions referred to in sub-section  (2) 29[or sub-section (2A)] shall be a collective investment scheme: 

30[Provided that any pooling of funds under any scheme or arrangement, which  is not registered with the Board or is not covered under sub-section (3), involving a corpus  amount of one hundred crore rupees or more shall be deemed to be a collective investment  scheme.] 

(2) Any scheme or arrangement made or offered by any 31[person] under which,— (i) the contributions, or payments made by the investors, by whatever name called, are  pooled and utilized for the purposes of the scheme or arrangement; 

(ii) the contributions or payments are made to such scheme or arrangement by the investors  with a view to receive profits, income, produce or property, whether movable or  immovable, from such scheme or arrangement; 

(iii) the property, contribution or investment forming part of scheme or arrangement,  whether identifiable or not, is managed on behalf of the investors; 

(iv) the investors do not have day-to-day control over the management and operation of the  scheme or arrangement. 

  

27 Substituted by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002. Earlier section 11A was inserted by the Securities Laws (Amendment) Act, 1995, w.e.f. 25-1-1995. Prior to its substitution, section 11A read as  under:- 

―11A. Matters to be disclosed by the companies.- Without Prejudice to the Provisions of the Companies Act , 1956 (1 of 1956), the board may , for the protection of investors, specify, by regulations,- (a) the matters relating to issue of capital, transfer of securities and other matters incidental thereto; and 

(b) the manner in which such matters, 

shall be disclosed by the companies.‖ 

28Inserted by the SEBI (Amendment) Act 1999, w.e.f. 22-2-2000. 

29Inserted by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 18-07-2013. 

30 Inserted by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 18-07-2013. 

31 Substituted for ―company‖ by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 18-07-2013.

11 

32[(2A)] Any scheme or arrangement made or offered by any person satisfying the conditions as  may be specified in accordance with the regulations made under this Act.] 

(3) Notwithstanding anything contained in sub-section (2) 33[or sub-section (2A)], any scheme or  arrangement— 

(i) made or offered by a co-operative society registered under the Co-operative Societies  Act, 1912 (2 of 1912) or a society being a society registered or deemed to be registered  under any law relating to co-operative societies for the time being in force in any State; 

(ii) under which deposits are accepted by non-banking financial companies as defined in  clause (f) of section 45-I of the Reserve Bank of India Act, 1934 (2 of 1934); (iii) being a contract of insurance to which the Insurance Act, 1938 (4 of 1938), applies; (iv) providing for any Scheme, Pension Scheme or the Insurance Scheme framed under the  Employees Provident Fund and Miscellaneous Provisions Act, 1952 (19 of 1952); (v) under which deposits are accepted under section 58A of the Companies Act, 1956 (1 of  1956); 

(vi) under which deposits are accepted by a company declared as a Nidhi or a mutual  benefit society under section 620A of the Companies Act, 1956 (1 of 1956); (vii) falling within the meaning of Chit business as defined in clause (d) of section 2 of the  Chit Fund Act, 1982 (40 of 1982); 

(viii) under which contributions made are in the nature of subscription to a mutual fund; 34[(ix) such other scheme or arrangement which the Central Government may, in consultation  with the Board, notify,] 

shall not be a collective investment scheme.] 

35[Power to issue directions. 

11B. Save as otherwise provided in section 11, if after making or causing to be made an enquiry,  the Board is satisfied that it is necessary,— 

(i) in the interest of investors, or orderly development of securities market; or (ii) to prevent the affairs of any intermediary or other persons referred to in section 12 being  conducted in a manner detrimental to the interest of investors or securities market; or (iii) to secure the proper management of any such intermediary or person,   it may issue such directions,— 

(a) to any person or class of persons referred to in section 12, or associated with the  securities market; or 

(b) to any company in respect of matters specified in section 11A, as may be appropriate in  the interests of investors in securities and the securities market.] 

36[Explanation.—For the removal of doubts, it is hereby declared that the power to issue  directions under this section shall include and always be deemed to have been included the  

  

32 Inserted by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 18-07-2013. 

33 Inserted by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 18-07-2013. 

34 Inserted by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 18-07-2013.  

35 Inserted by Securities Laws (Amendment) Act 1995, w.e.f. 25-1-1995. 

36 Inserted by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 18-07-2013.

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power to direct any person, who made profit or averted loss by indulging in any transaction or  activity in contravention of the provisions of this Act or regulations made thereunder, to  disgorge an amount equivalent to the wrongful gain made or loss averted by such  contravention.] 

37[Investigation. 

11C. (1) Where the Board has reasonable ground to believe that— 

(a) the transactions in securities are being dealt with in a manner detrimental to the  investors or the securities market; or 

(b) any intermediary or any person associated with the securities market has violated any of  the provisions of this Act or the rules or the regulations made or directions issued by the  Board thereunder, 

it may, at any time by order in writing, direct any person (hereafter in this section referred to as  the Investigating Authority) specified in the order to investigate the affairs of such intermediary  or persons associated with the securities market and to report thereon to the Board. (2) Without prejudice to the provisions of sections 235 to 241 of the Companies Act, 1956 (1 of  1956), it shall be the duty of every manager, managing director, officer and other employee of  the company and every intermediary referred to in section 12 or every person associated with  the securities market to preserve and to produce to the Investigating Authority or any person  authorised by it in this behalf, all the books, registers, other documents and record of, or  relating to, the company or, as the case may be, of or relating to, the intermediary or such  person, which are in their custody or power. 

(3) The Investigating Authority may require any intermediary or any person associated with  securities market in any manner to furnish such information to, or produce such books, or  registers, or other documents, or record before him or any person authorised by it in this behalf  as it may consider necessary if the furnishing of such information or the production of such  books, or registers, or other documents, or record is relevant or necessary for the purposes of its  investigation. 

(4) The Investigating Authority may keep in its custody any books, registers, other documents  and record produced under sub-section (2) or sub-section (3) for six months and thereafter shall  return the same to any intermediary or any person associated with securities market by whom  or on whose behalf the books, registers, other documents and record are produced : 

Provided that the Investigating Authority may call for any book, register, other document and  record if they are needed again : 

Provided further that if the person on whose behalf the books, registers, other documents and  record are produced requires certified copies of the books, registers, other documents and  record produced before the Investigating Authority, it shall give certified copies of such books,  registers, other documents and record to such person or on whose behalf the books, registers,  other documents and record were produced. 

(5) Any person, directed to make an investigation under sub-section (1), may examine on oath,  any manager, managing director, officer and other employee of any intermediary or any person  associated with securities market in any manner, in relation to the affairs of his business and  may administer an oath accordingly and for that purpose may require any of those persons to  appear before it personally. 

(6) If any person fails without reasonable cause or refuses— 

  

37 Inserted by SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002.

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(a) to produce to the Investigating Authority or any person authorised by it in this behalf  any book, register, other document and record which is his duty under sub-section (2) or  sub-section (3) to produce; or 

(b) to furnish any information which is his duty under sub-section (3) to furnish; or (c) to appear before the Investigating Authority personally when required to do so under  sub-section (5) or to answer any question which is put to him by the Investigating  Authority in pursuance of that sub-section; or 

(d) to sign the notes of any examination referred to in sub-section (7), 

he shall be punishable with imprisonment for a term which may extend to one year, or with  fine, which may extend to one crore rupees, or with both, and also with a further fine which  may extend to five lakh rupees for every day after the first during which the failure or refusal  continues. 

(7) Notes of any examination under sub-section (5) shall be taken down in writing and shall be  read over to, or by, and signed by, the person examined, and may thereafter be used in evidence  against him. 

(8) Where in the course of investigation, the Investigating Authority has reasonable ground to  believe that the books, registers, other documents and record of, or relating to, any intermediary  or any person associated with securities market in any manner, may be destroyed, mutilated,  altered, falsified or secreted, the Investigating Authority may make an application to 38[the  Magistrate or Judge of such designated court in Mumbai, as may be notified by the Central  Government] for an order for the seizure of such books, registers, other documents and record. 

39[(8A) The authorised officer may requisition the services of any police officer or any officer of  the Central Government, or of both, to assist him for all or any of the purposes specified in sub section (8) and it shall be the duty of every such officer to comply with such requisition.] (9) After considering the application and hearing the Investigating Authority, if necessary, 40[the  Magistrate or Judge of the Designated Court] may, by order, authorise the Investigating  Authority – 

(a) to enter, with such assistance, as may be required, the place or places where such books,  registers, other documents and record are kept; 

(b) to search that place or those places in the manner specified in the order; and  (c ) to seize books, registers, other documents and record, it considers necessary for the  purposes of the investigation: 

Provided that 41[the Magistrate or Judge of the Designated Court] shall not authorise seizure of  books, registers, other documents and record, of any listed public company or a public company  (not being the intermediaries specified under section 12) which intends to get its securities listed  on any recognised stock exchange unless such company indulges in insider trading or market  manipulation. 

(10) The Investigating Authority shall keep in its custody the books, registers, other documents  and record seized under this section for such period not later than the conclusion of the  investigation as it considers necessary and thereafter shall return the same to the company or the  other body corporate, or, as the case may be, to the managing director or the manager or any  other person, from whose custody or power they were seized and inform 42[the Magistrate or  Judge of the Designated Court] of such return: 

  

38Inserted by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 18-07-2013. 

39Inserted by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 28-03-2014. 

40Inserted by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 18-07-2013. 

41Inserted by the Securities Laws (Amendment) Act, 2014 , w.r.e.f. 18-07-2013. 

42Inserted by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 18-07-2013.

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Provided that the Investigating Authority may, before returning such books, registers, other  documents and record as aforesaid, place identification marks on them or any part thereof. (11) Save as otherwise provided in this section, every search or seizure made under this section  shall be carried out in accordance with the provisions of the Code of Criminal Procedure, 1973  (2 of 1974) relating to searches or seizures made under that Code. 

Cease and desist proceedings. 

11D.If the Board finds, after causing an inquiry to be made, that any person has violated, or is  likely to violate, any provisions of this Act, or any rules or regulations made thereunder, it may  pass an order requiring such person to cease and desist from committing or causing such  violation: 

Provided that the Board shall not pass such order in respect of any listed public company or a  public company (other than the intermediaries specified under section 12) which intends to get  its securities listed on any recognised stock exchange unless the Board has reasonable grounds  to believe that such company has indulged in insider trading or market manipulation.] 

CHAPTER V 

REGISTRATION CERTIFICATE 

Registration of stock brokers, sub-brokers, share transfer agents, etc. 

  1. (1) No stock broker, sub-broker, share transfer agent, banker to an issue, trustee of trust  deed, registrar to an issue, merchant banker, underwriter, portfolio manager, investment  adviser and such other intermediary who may be associated with securities market shall buy,  sell or deal in securities except under, and in accordance with, the conditions of a certificate of  registration obtained from the Board in accordance with the 43[regulations] made under this  Act: 

Provided that a person buying or selling securities or otherwise dealing with the securities  market as a stock broker, sub-broker, share transfer agent, banker to an issue, trustee of trust  deed, registrar to an issue, merchant banker, underwriter, portfolio manager, investment  adviser and such other intermediary who may be associated with securities market immediately  before the establishment of the Board for which no registration certificate was necessary prior to  such establishment, may continue to do so for a period of three months from such establishment  or, if he has made an application for such registration within the said period of three months,  till the disposal of such application: 

44[Provided further that any certificate of registration, obtained immediately before the  commencement of the Securities Laws (Amendment) Act, 1995, shall be deemed to have been  obtained from the Board in accordance with the regulations providing for such registration. (1A) No depository, 45[participant,] custodian of securities, foreign institutional investor, credit  rating agency, or any other intermediary associated with the securities market as the Board may  by notification in this behalf specify, shall buy or sell or deal in securities except under and in  accordance with the conditions of a certificate of registration obtained from the Board in  accordance with the regulations made under this Act: 

  

43 Substituted for ―rules‖ by Securities Law (Amendment) Act, 1995, w.e.f. 25-1-1995. 44 Inserted by Securities Laws (Amendment) Act 1995, w.e.f. 25-1-1995.  

45 Inserted by the Depositories Act, 1996, w.r.e.f. 20-09-1995.

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Provided that a person buying or selling securities or otherwise dealing with the securities  market as a depository, 46[participant,] custodian of securities, foreign institutional investor or  credit rating agency immediately before the commencement of the Securities Laws  (Amendment) Act, 1995, for which no certificate of registration was required prior to such  commencement, may continue to buy or sell securities or otherwise deal with the securities  market until such time regulations are made under clause (d) of sub-section (2) of section 30. 

(1B) No person shall sponsor or cause to be sponsored or carry on or caused to be carried on  any venture capital funds or collective investment schemes including mutual funds, unless he  obtains a certificate of registration from the Board in accordance with the regulations: Provided that any person sponsoring or causing to be sponsored, carrying or causing to be  carried on any venture capital funds or collective investment schemes operating in the securities  market immediately before the commencement of the Securities Laws (Amendment) Act, 1995,  for which no certificate of registration was required prior to such commencement, may continue  to operate till such time regulations are made under clause (d) of sub-section (2) of section 30.] 47[Explanation- For the removal of doubts, it is hereby declared that, for purposes of this section,  a collective investment scheme or mutual fund shall not include any unit linked insurance  policy or scrips or any such instrument or unit, by whatever name called, which provides a  component of investment besides the component of insurance issued by an insurer.] (2) Every application for registration shall be in such manner and on payment of such fees as  may be determined by regulations. 

(3) The Board may, by order, suspend or cancel a certificate of registration in such manner as  may be determined by regulations: 

Provided that no order under this sub-section shall be made unless the person concerned has  been given a reasonable opportunity of being heard. 

  

46 Inserted by the Depositories Act, 1996, w.r.e.f. 20-09-1995.  

47 Inserted by the Securities and Insurance Laws (Amendment and Validation) Act, 2010, w.r.e.f 9-4-2010.  Chapter VI of the Securities and Insurance Laws (Amendment and Validation) Act, 2010, reads as under: CHAPTER VI 

MISCELLANEOUS 

  1. Validation- Notwithstanding anything contained in any judgment, decree or order of any court, tribunal or other  authority, the provisions of section 2 of the Insurance Act, 1938 (4 of 1938) or section 2 of the Securities Contracts  (Regulation) Act, 1956 (42 of 1956) or section 12 of the Securities and Exchange Board of India Act, 1992 (15 of  1992), as amended by this Act, shall have and shall be deemed to always have effect for all purposes as if the  provisions of the said Acts, as amended by this Act, had been in force at all material times and accordingly any unit  linked insurance policy or scrips or any such instrument or unit, by whatever name called, issued or purported to  have been issued at any time before the 9th day of April, 2010, shall be deemed and always deemed to have been  validly issued and shall not be called in question in any court of law or other authority solely on the ground that it  was issued without a certificate of registration under any law for the time being in force or without following any  procedure under any law for the time being in force, by an insurer or any other person.  
  2. Repeal and savings – (1) The Securities and Insurance Laws (Amendment and Validation) Ordinance, 2010  (Ord. 3 of 2010) is hereby repealed. 

(2) Notwithstanding such repeal, anything done or any action taken under the Reserve Bank of India Act, 1934 (2 of  1934) or the Insurance Act, 1938 (4 of 1938) or the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or the  Securities and Exchange Board of India Act, 1992 (15 of 1992), as amended by the said Ordinance, shall be deemed  to have been done or taken under the corresponding provisions of those Acts, as amended by this Act.

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48[CHAPTER VA 

PROHIBITION OF MANIPULATIVE AND DECEPTIVE DEVICES, INSIDER TRADING  AND SUBSTANTIAL ACQUISITION OF SECURITIES OR CONTROL 

Prohibition of manipulative and deceptive devices, insider trading and substantial  acquisition of securities or control. 

12A. No person shall directly or indirectly— 

(a) use or employ, in connection with the issue, purchase or sale of any securities listed or  proposed to be listed on a recognized stock exchange, any manipulative or deceptive  device or contrivance in contravention of the provisions of this Act or the rules or the  regulations made thereunder; 

(b) employ any device, scheme or artifice to defraud in connection with issue or dealing in  securities which are listed or proposed to be listed on a recognised stock exchange; (c) engage in any act, practice, course of business which operates or would operate as fraud  or deceit upon any person, in connection with the issue, dealing in securities which are  listed or proposed to be listed on a recognised stock exchange, in contravention of the  provisions of this Act or the rules or the regulations made thereunder; 

(d) engage in insider trading; 

(e) deal in securities while in possession of material or non-public information or  communicate such material or non-public information to any other person, in a manner  which is in contravention of the provisions of this Act or the rules or the regulations  made thereunder; 

(f) acquire control of any company or securities more than the percentage of equity share  capital of a company whose securities are listed or proposed to be listed on a recognised  stock exchange in contravention of the regulations made under this Act.] 

CHAPTER VI 

FINANCE, ACCOUNTS AND AUDIT 

Grants by the Central Government. 

  1. The Central Government may, after due appropriation made by Parliament by law in this  behalf, make to the Board grants of such sums of money as that Government may think fit for  being utilized for the purposes of this Act. 

Fund. 

  1. (1) There shall be constituted a Fund to be called the Securities and Exchange Board of India  General Fund and there shall be credited thereto— 

(a) all grants, fees and charges received by the Board under this Act; 

49 [* * *] 

(aa)50[* * *] 

  

48 Chapter VA inserted by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002. 

49 The word ―and‖ omitted by Securities Laws (Amendment) Act, 1995, w.e.f. 25-1-1995. 50 Clause (aa) omitted by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002. It was inserted by Securities  Laws (Amendment) Act, 1995, w.e.f. 25-1-1995. Prior to its omission, clause (aa) reads as under:- ―(aa) all sums realized by way of Penalties under this Act; and‖.

17 

(b) all sums received by the Board from such other sources as may be decided upon by the  Central Government. 

(2) The Fund shall be applied for meeting— 

(a) the salaries, allowances and other remuneration of the members, officers and other  employees of the Board; 

(b) the expenses of the Board in the discharge of its functions under section 11; (c) the expenses on objects and for purposes authorised by this Act. 

Accounts and audit. 

  1. (1) The Board shall maintain proper accounts and other relevant records and prepare an  annual statement of accounts in such form as may be prescribed by the Central Government in  consultation with the Comptroller and Auditor-General of India. 

(2) The accounts of the Board shall be audited by the Comptroller and Auditor-General of India  at such intervals as may be specified by him and any expenditure incurred in connection with  such audit shall be payable by the Board to the Comptroller and Auditor-General of India. (3) The Comptroller and Auditor-General of India and any other person appointed by him in  connection with the audit of the accounts of the Board shall have the same rights and privileges  and authority in connection with such audit as the Comptroller and Auditor-General generally  has in connection with the audit of the Government accounts and, in particular, shall have the  right to demand the production of books, accounts, connected vouchers and other documents  and papers and to inspect any of the offices of the Board. 

(4) The accounts of the Board as certified by the Comptroller and Auditor-General of India or  any other person appointed by him in this behalf together with the audit report thereon shall be  forwarded annually to the Central Government and that Government shall cause the same to be  laid before each House of Parliament. 

51[CHAPTER VIA 

PENALTIES AND ADJUDICATION 

Penalty for failure to furnish information, return, etc. 

15A.If any person, who is required under this Act or any rules or regulations made  thereunder,— 

(a) to furnish any document, return or report to the Board, fails to furnish the same, he shall  be liable to 52[a penalty 53[which shall not be less than one lakh rupees but which may  extend to one lakh rupees for each day during which such failure continues subject to a  maximum of one crore rupees]]; 

(b) to file any return or furnish any information, books or other documents within the time  specified therefor in the regulations, fails to file return or furnish the same within the  

  

51 Chapters VI A and VI B containing sections 15A to 15J and 15K to 15Z respectively, inserted by  Securities Laws (Amendment) Act, 1995 w.e.f. 25-1-1995. 

52 Substituted for ―a penalty not exceeding one lakh and fifty thousand rupees for each such failure‖ by  the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002. 

53Substituted for the words ―of one lakh rupees for each day during which such failure continues or one  crore rupees, whichever is less‖ by the Securities Laws (Amendment) Act, 2014, w.e.f. 08-09-2014.

18 

time specified therefor in the regulations, he shall be liable to 54[a penalty 55[which shall  not be less than one lakh rupees but which may extend to one lakh rupees for each day  during which such failure continues subject to a maximum of one crore rupees]]; 

(c) to maintain books of account or records, fails to maintain the same, he shall be liable to  56[a penalty 57[which shall not be less than one lakh rupees but which may extend to one  lakh rupees for each day during which such failure continues subject to a maximum of  one crore rupees]]. 

Penalty for failure by any person to enter into agreement with clients. 

15B. If any person, who is registered as an intermediary and is required under this Act or any  rules or regulations made thereunder to enter into an agreement with his client, fails to enter  into such agreement, he shall be liable to 58[a penalty 59[which shall not be less than one lakh  rupees but which may extend to one lakh rupees for each day during which such failure  continues subject to a maximum of one crore rupees]]. 

60[Penalty for failure to redress investors’ grievances. 

15C. If any listed company or any person who is registered as an intermediary, after having  been called upon by the Board in writing, to redress the grievances of investors, fails to redress  such grievances within the time specified by the Board, such company or intermediary shall be  liable to a penalty 61[which shall not be less than one lakh rupees but which may extend to one  lakh rupees for each day during which such failure continues subject to a maximum of one  crore rupees]. 

Penalty for certain defaults in case of mutual funds. 

15D.If any person, who is— 

(a) required under this Act or any rules or regulations made thereunder to obtain a  certificate of registration from the Board for sponsoring or carrying on any collective  investment scheme, including mutual funds, sponsors or carries on any collective  investment scheme, including mutual funds, without obtaining such certificate of  

  

54 Substituted for ―a penalty not exceeding five thousand rupees for every day during which such failure  continues‖, by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002. 

55Substituted for the words ―of one lakh rupees for each day during which such failure continues or one  crore rupees, whichever is less‖ by the Securities Laws (Amendment) Act, 2014, w.e.f. 08-09-2014. 56 Substituted for ―a penalty not exceeding ten thousand rupees for every day during which the failure  continues‖, by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002. 

57Substituted for the words ―of one lakh rupees for each day during which such failure continues or one  crore rupees, whichever is less‖ by the Securities Laws (Amendment) Act, 2014, w.e.f. 08-09-2014. 58 Substituted for ―a penalty not exceeding five lakh rupees for every such failure‖, by the SEBI  (Amendment) Act, 2002, w.e.f. 29-10-2002. 

59Substituted for the words ―of one lakh rupees for each day during which such failure continues or one  crore rupees, whichever is less‖ by the Securities Laws (Amendment) Act, 2014, w.e.f. 08-09-2014. 60 Substituted for ―If any person, who is registered as an intermediary, after having been called upon by  the Board in writing to redress the grievances of investors, fails to redress such grievances, he shall be  liable to a penalty not exceeding ten thousand rupees for each such failure‖, by the SEBI (Amendment)  Act , 2002, w.e.f. 29-10-2002. 

61Substituted for the words ―of one lakh rupees for each day during which such failure continues or one  crore rupees, whichever is less‖ by the Securities Laws (Amendment) Act, 2014, w.e.f. 08-09-2014.

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registration, he shall be liable to 62[a penalty 63[which shall not be less than one lakh  rupees but which may extend to one lakh rupees for each day during which he sponsors  or carries on any such collective investment scheme including mutual funds subject to a  maximum of one crore rupees]]; 

(b) registered with the Board as a collective investment scheme, including mutual funds, for sponsoring or carrying on any investment scheme, fails to comply with the  terms and conditions of certificate of registration, he shall be liable to 64[a penalty  65[which shall not be less than one lakh rupees but which may extend to one lakh rupees  for each day during which such failure continues subject to a maximum of one crore  rupees]]; 

(c) registered with the Board as a collective investment scheme, including mutual funds,  fails to make an application for listing of its schemes as provided for in the regulations  governing such listing, he shall be liable to 66[a penalty 67[which shall not be less than  one lakh rupees but which may extend to one lakh rupees for each day during which  such failure continues subject to a maximum of one crore rupees]]; 

(d) registered as a collective investment scheme, including mutual funds, fails to despatch  unit certificates of any scheme in the manner provided in the regulation governing such  despatch, he shall be liable to 68[a penalty 69[which shall not be less than one lakh rupees  but which may extend to one lakh rupees for each day during which such failure  continues subject to a maximum of one crore rupees]]; 

(e) registered as a collective investment scheme, including mutual funds, fails to refund the  application monies paid by the investors within the period specified in the regulations,  he shall be liable to 70[a penalty 71[which shall not be less than one lakh rupees but which  may extend to one lakh rupees for each day during which such failure continues subject  to a maximum of one crore rupees]]; 

  

62 Substituted for ―a penalty not exceeding ten thousand rupees for each day during which he carries on  any such collective investment scheme including mutual funds, or ten lakh rupees whichever is higher.‖ by the SEBI (Amendment) Act , 2002, w.e.f. 29-10-2002.  

63Substituted for the words ―of one lakh rupees for each day during which the sponsors or carries on any  collective investment scheme including mutual funds, or one crore rupees, whichever is less‖ by the  Securities Laws (Amendment) Act, 2014, w.e.f. 08-09-2014. 

64 Substituted for ―a penalty not exceeding ten thousand rupees for each day during which such failure  continues or ten lakh rupees, whichever is higher‖ by the SEBI (Amendment) Act , 2002, w.e.f. 29-10-2002. 65Substituted for the words ―of one lakh rupees for each day during which such failure continues or one  

crore rupees, whichever is less‖ by the Securities Laws (Amendment) Act, 2014, w.e.f. 08-09-2014. 66 Substituted for ―a penalty not exceeding five thousand rupees for each day during which such failure  continues or five lakh rupees, whichever is higher‖ by the SEBI (Amendment) Act , 2002, w.e.f. 29-10- 2002. 

67Substituted for the words ―of one lakh rupees for each day during which such failure continues or one  crore rupees, whichever is less‖ by the Securities Laws (Amendment) Act, 2014, w.e.f. 08-09-2014. 68 Substituted for ―a penalty not exceeding five thousand rupees for each day during which such failure  continues‖ by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002. 

69Substituted for the words ―of one lakh rupees for each day during which such failure continues or one  crore rupees, whichever is less‖ by the Securities Laws (Amendment) Act, 2014, w.e.f. 08-09-2014. 70 Substituted for ―a penalty not exceeding one thousand rupees for each day during which such failure  continues‖ by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002. 

71Substituted for the words ―of one lakh rupees for each day during which such failure continues or one  crore rupees, whichever is less‖ by the Securities Laws (Amendment) Act, 2014, w.e.f. 08-09-2014.

20 

(f) registered as a collective investment scheme, including mutual funds, fails to invest  money collected by such collective investment schemes in the manner or within the  period specified in the regulations, he shall be liable to 72[a penalty 73[which shall not be  less than one lakh rupees but which may extend to one lakh rupees for each day during  which such failure continues subject to a maximum of one crore rupees]]. 

Penalty for failure to observe rules and regulations by an asset management company. 15E. Where any asset management company of a mutual fund registered under this Act, fails to  comply with any of the regulations providing for restrictions on the activities of the asset  management companies, such asset management company shall be liable to 74[a penalty  75[which shall not be less than one lakh rupees but which may extend to one lakh rupees for  each day during which such failure continues subject to a maximum of one crore rupees]]. 

Penalty for default in case of stock brokers. 

15F. If any person, who is registered as a stock broker under this Act,— (a) fails to issue contract notes in the form and manner specified by the stock exchange of  which such broker is a member, he shall be liable to 76[a penalty which shall not be less  than one lakh rupees but which may extend to] for which the contract note was required  to be issued by that broker; 

(b) fails to deliver any security or fails to make payment of the amount due to the investor  in the manner within the period specified in the regulations, he shall be liable to 77[a  penalty 78[which shall not be less than one lakh rupees but which may extend to one  lakh rupees for each day during which he sponsors or carries on any such collective  investment scheme including mutual funds subject to a maximum of one crore rupees]]; 

(c) charges an amount of brokerage which is in excess of the brokerage specified in the  regulations, he shall be liable to 79[a penalty 80[which shall not be less than one lakh  rupees but which may extend to five times the amount of brokerage]] charged in excess  of the specified brokerage, whichever is higher. 

  

72 Substituted for ―a penalty not exceeding five lakh rupees for each such failure‖, by the SEBI  (Amendment) Act, 2002, w.e.f. 29-10-2002. 

73Substituted for the words ―of one lakh rupees for each day during which such failure continues or one  crore rupees, whichever is less‖ by the Securities Laws (Amendment) Act, 2014, w.e.f. 08-09-2014. 74 Substituted for ―a penalty not exceeding five lakh rupees for each such failure‖, by the SEBI  (Amendment) Act, 2002, w.e.f. 29-10-2002. 

75Substituted for the words ―of one lakh rupees for each day during which such failure continues or one  crore rupees, whichever is less‖ by the Securities Laws (Amendment) Act, 2014, w.e.f. 08-09-2014. 76Substituted for the words ―a penalty not exceeding five times the amount‖ by the Securities Laws  (Amendment) Act, 2014, w.e.f. 08-09-2014. 

77 Substituted for ―a penalty not exceeding five thousand rupees for each day during which such failure  continues‖ by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002. 

78Substituted for the words ―of one lakh rupees for each day during which such failure continues or one  crore rupees, whichever is less‖ by the Securities Laws (Amendment) Act, 2014, w.e.f. 08-09-2014. 79 Substituted for ―a penalty not exceeding five thousand rupees‖ by the SEBI (Amendment) Act, 2002,  w.e.f. 29-10-2002. 

80Substituted for the words ―of one lakh rupees or five times the amount of brokerage‖ by the Securities  Laws (Amendment) Act, 2014, w.e.f. 08-09-2014.

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Penalty for insider trading. 

15G.If any insider who,— 

(i) either on his own behalf or on behalf of any other person, deals in securities of a body  corporate listed on any stock exchange on the basis of any unpublished price-sensitive  information; or 

(ii) communicates any unpublished price-sensitive information to any person, with or  without his request for such information except as required in the ordinary course of  business or under any law; or 

(iii) counsels, or procures for any other person to deal in any securities of any body  corporate on the basis of unpublished price-sensitive information, 

shall be liable to a penalty 81[which shall not be less than ten lakh rupees but which may extend  to twenty-five crore rupees or three times the amount of profits made out of insider trading,  whichever is higher]. 

Penalty for non-disclosure of acquisition of shares and takeovers. 

15H.If any person, who is required under this Act or any rules or regulations made thereunder,  fails to,— 

(i) disclose the aggregate of his shareholding in the body corporate before he acquires any  shares of that body corporate; or 

(ii) make a public announcement to acquire shares at a minimum price; or 82[(iii) make a public offer by sending letter of offer to the shareholders of the concerned  company; or 

(iv) make payment of consideration to the shareholders who sold their shares pursuant to  letter of offer,] 

he shall be liable to a penalty 83[which shall not be less than ten lakh rupees but which may  extend to twenty-five crore rupees or three times the amount of profits made out of such failure,  whichever is higher]. 

84[Penalty for fraudulent and unfair trade practices. 

15HA. If any person indulges in fraudulent and unfair trade practices relating to securities, he  shall be liable to a penalty 85[which shall not be less than five lakh rupees but which may extend  

  

81Substituted for the words ―twenty-five crore rupees or three times the amount of profits made out of such  failure, whichever is higher‖ by the Securities Laws (Amendment) Act, 2014, w.e.f. 08-09-2014. Prior to  substitution, as substituted by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002 it read as under: ―not exceeding five lakh rupees‖. 

82 Inserted by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002. 

83Substituted for the words ―twenty-five crore rupees or three times the amount of profits made out of  such failure, whichever is higher‖ by the Securities Laws (Amendment) Act, 2014, w.e.f. 08-09-2014.Prior  to substitution, as substituted by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002 it read as under: ―not exceeding five lakh rupees‖

84 Inserted by the SEBI (Amendment) Act, 2002, w.e.f.29-10-2002. 

85Substituted for the words ―twenty-five crore rupees or three times the amount of profits made out of  such failure, whichever is higher‖ by the Securities Laws (Amendment) Act, 2014, w.e.f. 08-09-2014.

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to twenty-five crore rupees or three times the amount of profits made out of such practices,  whichever is higher]. 

Penalty for contravention where no separate penalty has been provided. 15HB. Whoever fails to comply with any provision of this Act, the rules or the regulations  made or directions issued by the Board thereunder for which no separate penalty has been  provided, shall be 86[liable to a penalty which shall not be less than one lakh rupees but which may extend to one crore rupees.] 

Power to adjudicate. 

15-I. (1) For the purpose of adjudging under sections 15A, 15B, 15C, 15D, 15E, 15F, 15G 87[,15H,  15HA and 15HB], the Board shall appoint any officer not below the rank of a Division Chief to  be an adjudicating officer for holding an inquiry in the prescribed manner after giving any  person concerned a reasonable opportunity of being heard for the purpose of imposing any  penalty. 

(2) While holding an inquiry the adjudicating officer shall have power to summon and enforce  the attendance of any person acquainted with the facts and circumstances of the case to give  evidence or to produce any document which in the opinion of the adjudicating officer, may be  useful for or relevant to the subject-matter of the inquiry and if, on such inquiry, he is satisfied  that the person has failed to comply with the provisions of any of the sections specified in sub section (1), he may impose such penalty as he thinks fit in accordance with the provisions of any  of those sections. 

88[(3) The Board may call for and examine the record of any proceedings under this section and  if it considers that the order passed by the adjudicating officer is erroneous to the extent it is not  in the interests of the securities market, it may, after making or causing to be made such inquiry  as it deems necessary, pass an order enhancing the quantum of penalty, if the circumstances of  the case so justify: 

Provided that no such order shall be passed unless the person concerned has been given an  opportunity of being heard in the matter: 

Provided further that nothing contained in this sub-section shall be applicable after an expiry of  a period of three months from the date of the order passed by the adjudicating officer or  disposal of the appeal under section 15T, whichever is earlier.] 

Factors to be taken into account by the adjudicating officer. 

15J. While adjudging quantum of penalty under section 15-I, the adjudicating officer shall  have due regard to the following factors, namely :— 

(a) the amount of disproportionate gain or unfair advantage, wherever quantifiable, made  as a result of the default; 

(b) the amount of loss caused to an investor or group of investors as a result of the default; (c) the repetitive nature of the default. 

  

86Substituted for the words ―liable to a penalty which may extend to one crore rupees‖ by the Securities  Laws (Amendment) Act, 2014, w.e.f. 08-09-2014. 

87 Substituted for ―and 15H‖ by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002. 88 Inserted by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 28-03-2014.

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89[Crediting sums realised by way of penalties to Consolidated Fund of India. 15JA. All sums realised by way of penalties under this Act shall be credited to the Consolidated  Fund of India.] 

90[Settlement of administrative and civil proceedings. 

[15JB. (1) Notwithstanding anything contained in any other law for the time being in force, any  person, against whom any proceedings have been initiated or may be initiated under section 11,  section 11B, section 11D, sub-section (3) of section 12 or section 15-I, may file an application in  writing to the Board proposing for settlement of the proceedings initiated or to be initiated for  the alleged defaults. 

(2) The Board may, after taking into consideration the nature, gravity and impact of defaults,  agree to the proposal for settlement, on payment of such sum by the defaulter or on such other  terms as may be determined by the Board in accordance with the regulations made under this  Act. 

(3) The settlement proceedings under this section shall be conducted in accordance with the  procedure specified in the regulations made under this Act. 

(4) No appeal shall lie under section 15T against any order passed by the Board or adjudicating  officer, as the case may be, under this section.] 

CHAPTER VIB 

ESTABLISHMENT, JURISDICTION, AUTHORITY AND PROCEDURE OF APPELLATE  TRIBUNAL 

Establishment of Securities Appellate Tribunals. 

15K.(1) The Central Government shall by notification, establish one or more Appellate  Tribunals to be known as the Securities Appellate Tribunal to exercise the jurisdiction, powers  and authority conferred on such Tribunal by or under this Act 91[or any other law for the time  being in force]. 

(2) The Central Government shall also specify in the notification referred to in sub-section (1)  the matters and places in relation to which the Securities Appellate Tribunal may exercise  jurisdiction. 

  

89 Inserted by the SEBI (Amendment) Act, 2002, S.19 w.e.f. 29-10-2002. 

90 Inserted by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 20-04-2007. 

91 Inserted by the SEBI (Amendment) Act 1999, w.e.f. 16-12-1999.

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92[Composition of Securities Appellate Tribunal. 

15L. A Securities Appellate Tribunal shall consist of a Presiding Officer and two other  members, to be appointed, by notification, by the Central Government: 

Provided that the Securities Appellate Tribunal, consisting of one person only, established  before the commencement of the Securities and Exchange Board of India (Amendment) Act,  2002, shall continue to exercise the jurisdiction, powers and authority conferred on it by or  under this Act or any other law for the time being in force till two other Members are appointed  under this section. 

Qualification for appointment as Presiding Officer or Member of Securities Appellate  Tribunal. 

15M. 93[(1) A person shall not be qualified for appointment as the Presiding Officer of the Securities Appellate Tribunal unless he – 

(a) is a sitting or retired Judge of the Supreme Court or a sitting or retired Chief Justice of a  High Court; or 

(b) is a sitting or retired Judge of a High Court who has completed not less than seven years of  service as a Judge in a High Court.  

(1A) The Presiding Officer of the Securities Appellate Tribunal shall be appointed by the Central  Government in consultation with the Chief Justice of India or his nominee.] 

(2) A person shall not be qualified for appointment as member of a Securities Appellate  Tribunal unless he is a person of ability, integrity and standing who has shown capacity in  dealing with problems relating to securities market and has qualification and experience of  corporate law, securities laws, finance, economics or accountancy: 

Provided that a member of the Board or any person holding a post at senior management level  equivalent to Executive Director in the Board shall not be appointed as Presiding Officer or  Member of a Securities Appellate Tribunal during his service or tenure as such with the Board  or within two years from the date on which he ceases to hold office as such in the Board.] 

  

92 Substituted for Sections 15L and 15M by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002. Prior to their substitution, Section 15L and 15M read as under:- 

―15-L. Composition of securities Appellate Tribunal. – A Securities Appellate Tribunal shall consist of one  person only (hereinafter referred to as the Presiding Officer of the Securities Appellate Tribunal) to be appointed, by notification, by the central Government. 

15M. Qualifications for appointment as Presiding Officer of the Securities Appellate Tribunal. – A person shall not be qualified for appointment as the Presiding Officer of a Securities Appellate Tribunal unless he – (a) is, or has been, or is qualified to be, a Judge of a High Court; or 

(b) has been a member of the Indian Legal Service and has held a post in Grade I of that service for at  least three years; or 

(c) has held office as the Presiding Officer of a tribunal for at least three years.‖ 

93 Substituted for sub-section (1) of Section 15M by the SEBI (Amendment) Act, 2013 (Act No. 22 of 2013) w.r.e.f. 21.01.2013. Prior to substitution, it read as under:- 

“(1) A person shall not be qualified for appointment as the Presiding Officer of a Securities Appellate  Tribunal unless he is a sitting or retired Judge of the Supreme Court or a sitting or retired Chief Justice of  a High Court : 

Provided that the Presiding Officer of the Securities Appellate Tribunal shall be appointed by the Central  Government in consultation with the Chief Justice of India or his nominee.”

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94[Tenure of office of Presiding Officer and other Members of Securities Appellate Tribunal. 15N.The Presiding Officer and every other Member of a Securities Appellate Tribunal shall  hold office for a term of five years from the date on which he enters upon his office and shall be  eligible for re-appointment: 

Provided that no person shall hold office as the Presiding Officer of the Securities Appellate  Tribunal after he has attained the age of sixty-eight years: 

Provided further that no person shall hold office as a Member of the Securities Appellate  Tribunal after he has attained the age of sixty-two years.] 

Salary and allowances and other terms and conditions of service of Presiding Officers. 15-O. The salary and allowances payable to and the other terms and conditions of service  including pension, gratuity and other retirement benefits of the 95[Presiding Officer and other  Members] of a Securities Appellate Tribunal shall be such as may be prescribed: 

Provided that neither the salary and allowances nor the other terms and conditions of service of  the 96[Presiding Officer and other Members of a Securities Appellate Tribunal] shall be varied to  their disadvantage after appointment. 

Filling up of vacancies. 

15P. If, for reason other than temporary absence, any vacancy occurs in the 97[office of the  Presiding Officer or any other Member] of a Securities Appellate Tribunal, then the Central  Government shall appoint another person in accordance with the provisions of this Act to fill  the vacancy and the proceedings may be continued before the Securities Appellate Tribunal  from the stage at which the vacancy is filled. 

Resignation and removal. 

15Q.(1) The 98[Presiding Officer or any other Member] of a Securities Appellate Tribunal may,  by notice in writing under his hand addressed to the Central Government, resign his office: Provided that 99[the Presiding Officer or any other Member] shall, unless he is permitted by the  Central Government to relinquish his office sooner, continue to hold office, until the expiry of  three months from the date of receipt of such notice or until a person duly appointed as his  successor enters upon his office or until the expiry of his term of office, whichever is the earliest. (2) The 100[Presiding Officer or any other Member] of a Securities Appellate Tribunal shall not be  removed from his office except by an order by the Central Government on the ground of  

  

94 Substituted for Section 15N, by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002. Prior to their  substitution, Section 15N read as under:- 

―15N. Term of office.- The Presiding officer of a Securities Appellate Tribunal shall hold office for a term of five years from the date on which he enters upon his office or until he attains the age of sixty-five  years, whichever is earlier.‖ 

95 Substituted for ―Presiding Officer of a Securities Appellate Tribunal‖ by the SEBI (Amendment) Act  2002, w.e.f. 29-10-2002. 

96 Substituted for ―Presiding Officer‖, by the SEBI (Amendment) Act 2002, w.e.f. 29-10-2002. 97 Substituted for ―said Presiding Officer‖, by the SEBI (Amendment) Act 2002, w.e.f. 29-10-2002. 98 Substituted for ―Presiding Officer‖, by the SEBI (Amendment) Act 2002, w.e.f. 29-10-2002. 99 Substituted for ―said Presiding Officer‖, by the SEBI (Amendment) Act 2002, w.e.f. 29-10-2002.  100 Substituted for ―Presiding Officer‖, by the SEBI (Amendment) Act 2002, w.e.f. 29-10-2002.

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proved misbehaviour or incapacity after an inquiry made by a Judge of the Supreme Court, in  which the 101[Presiding Officer or any other Member] concerned has been informed of the  charges against him and given a reasonable opportunity of being heard in respect of these  charges. 

(3) The Central Government may, by rules, regulate the procedure for the investigation of  misbehaviour or incapacity of the 102[Presiding Officer or any other Member]. 

Orders constituting Appellate Tribunal to be final and not to invalidate its proceedings. 15R. No order of the Central Government appointing any person as the 103[Presiding Officer or a  Member] of a Securities Appellate Tribunal shall be called in question in any manner, and no  act or proceeding before a Securities Appellate Tribunal shall be called in question in any  manner on the ground merely of any defect in the constitution of a Securities Appellate  Tribunal. 

Staff of the Securities Appellate Tribunal. 

15S. (1) The Central Government shall provide the Securities Appellate Tribunal with such  officers and employees as that Government may think fit. 

(2) The officers and employees of the Securities Appellate Tribunal shall discharge their  functions under general superintendence of the Presiding Officer. 

(3) The salaries and allowances and other conditions of service of the officers and employees of  the Securities Appellate Tribunal shall be such as may be prescribed. 

Appeal to the Securities Appellate Tribunal. 

15T. 104[(1) Save as provided in sub-section (2), any person aggrieved,— 

(a) by an order of the Board made, on and after the commencement of the Securities Laws  (Second Amendment) Act, 1999, under this Act, or the rules or regulations made  thereunder; or 

(b) by an order made by an adjudicating officer under this Act, 

may prefer an appeal to a Securities Appellate Tribunal having jurisdiction in the matter. 105[(2) ********] 

  

101 Substituted for ―Presiding Officer‖, by the SEBI (Amendment) Act 2002, w.e.f. 29-10-2002. 102 Substituted for ―aforesaid Presiding Officer‖, by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002. 103 Substituted for ―Presiding Officer‖, by the SEBI (Amendment) Act 2002, w.e.f. 29-10-2002.  104 Substituted for Sub-sec (1) & (2) by the SEBI (Amendment) Act 1999, w.e.f. 16-12-1999. Prior to their substitution, Sub-sections (1) & (2) were read as under: 

―(1) Save as provided in sub-section (2), any person aggrieved by any order made by any Adjudicating Officer under this Act, may prefer an appeal to a Securities Appellate Tribunal having jurisdiction in the matter. 

(2) No appeal shall lie to the Securities Appellate Tribunal from an order made by an Adjudicating Officer with the consent of the parties.‖ 

105 Omitted by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 18-07-2013. Prior to omission, sub section (2) read as under: 

―(2) No appeal shall lie to the Securities Appellate Tribunal from an order made— 

(a) by the Board on and after the commencement of the Securities Laws (Second Amendment) Act,  1999;

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(3) Every appeal under sub-section (1) shall be filed within a period of forty-five days from the  date on which a copy of the order made by the 106[Board or the Adjudicating Officer, as the case  may be,] is received by him and it shall be in such form and be accompanied by such fee as may  be prescribed : 

Provided that the Securities Appellate Tribunal may entertain an appeal after the expiry of the  said period of forty-five days if it is satisfied that there was sufficient cause for not filing it  within that period. 

(4) On receipt of an appeal under sub-section (1), the Securities Appellate Tribunal may, after  giving the parties to the appeal, an opportunity of being heard, pass such orders thereon as it  thinks fit, confirming, modifying or setting aside the order appealed against. (5) The Securities Appellate Tribunal shall send a copy of every order made by it to the  107[Board, the] parties to the appeal and to the concerned Adjudicating Officer. (6) The appeal filed before the Securities Appellate Tribunal under sub-section (1) shall be dealt  with by it as expeditiously as possible and endeavour shall be made by it to dispose of the  appeal finally within six months from the date of receipt of the appeal. 

Procedure and powers of the Securities Appellate Tribunal. 

15U.(1) The Securities Appellate Tribunal shall not be bound by the procedure laid down by the  Code of Civil Procedure, 1908 (5 of 1908), but shall be guided by the principles of natural justice  and, subject to the other provisions of this Act, and of any rules, the Securities Appellate  Tribunal shall have powers to regulate their own procedure including the places at which they  shall have their sittings. 

(2) The Securities Appellate Tribunal shall have, for the purposes of discharging their functions  under this Act, the same powers as are vested in a civil court under the Code of Civil Procedure,  1908 (5 of 1908), while trying a suit, in respect of the following matters, namely :— 

(a) summoning and enforcing the attendance of any person and examining him on oath; (b) requiring the discovery and production of documents; 

(c) receiving evidence on affidavits; 

(d) issuing commissions for the examination of witnesses or documents; 

(e) reviewing its decisions; 

(f) dismissing an application for default or deciding it ex parte

(g) setting aside any order of dismissal of any application for default or any order passed by  it ex parte

(h) any other matter which may be prescribed. 

(3) Every proceeding before the Securities Appellate Tribunal shall be deemed to be a judicial  proceeding within the meaning of sections 193 and 228, and for the purposes of section 196 of  the Indian Penal Code (45 of 1860), and the Securities Appellate Tribunal shall be deemed to be  

  

(b) by an adjudicating officer, 

with the consent of the parties.‖ 

106 Substituted for ―a copy of the order made by the adjudicating officer‖ by SEBI (Amendment) Act 1999,  w.e.f. 16-12-1999. 

107 Substituted for ―parties‖, SEBI (Amendment) Act 1999, w.e.f. 16-12-1999. 

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a civil court for all the purposes of section 195 and Chapter XXVI of the Code of Criminal  Procedure, 1973 (2 of 1974). 

108[Right to legal representation. 

15V.The appellant may either appear in person or authorise one or more chartered accountants  or company secretaries or cost accountants or legal practitioners or any of its officers to present  his or its case before the Securities Appellate Tribunal. 

Explanation.—For the purposes of this section,— 

(a) ―chartered accountant‖ means a chartered accountant as defined in clause (b) of sub section (1) of section 2 of the Chartered Accountants Act, 1949 (38 of 1949) and who has  obtained a certificate of practice under sub-section (1) of section 6 of that Act; 

(b) ―company secretary‖ means a company secretary as defined in clause (c) of sub-section  (1) of section 2 of the Company Secretaries Act, 1980 (56 of 1980) and who has obtained a  certificate of practice under sub-section (1) of section 6 of that Act; 

(c) ―cost accountant‖ means a cost accountant as defined in clause (b) of sub-section (1) of  section 2 of the Cost and Works Accountants Act, 1959 (23 of 1959) and who has  obtained a certificate of practice under sub-section (1) of section 6 of that Act; 

(d) ―legal practitioner‖ means an advocate, vakil or any attorney of any High Court, and  includes a pleader in practice.] 

Limitation. 

15W. The provisions of the Limitation Act, 1963 (36 of 1963), shall, as far as may be, apply to  an appeal made to a Securities Appellate Tribunal. 

109[Presiding Officer, Members and staff of Securities Appellate Tribunals to be public  servants. 

15X. The Presiding Officer, Members and other officers and employees of a Securities Appellate  Tribunal shall be deemed to be public servants within the meaning of section 21 of the Indian  Penal Code (45 of 1860).] 

Civil Court not to have jurisdiction. 

15Y. No civil court shall have jurisdiction to entertain any suit or proceeding in respect of any  matter which an adjudicating officer appointed under this Act or a Securities Appellate  Tribunal constituted under this Act is empowered by or under this Act to determine and no  injunction shall be granted by any court or other authority in respect of any action taken or to be  taken in pursuance of any power conferred by or under this Act. 

  

108 Substituted for S. 15V by the SEBI (Amendment) Act 1999, w.e.f. 16-12-1999. Prior to their substitution,  S. 15V read as under:- 

―15V. The appellant may either appear in person or authorise one or more legal practitioners or any of its officers to present his or its case before the Securities Appellate Tribunal.‖ 

109 Substituted for S. 15X by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002. Prior to its substitution, it  read as under: – 

―15X. The Presiding Officer and other officers and employees of a Securities Appellate Tribunal shall be deemed to be public servants within the meaning of section 21 of the Indian penal Code( 45 of 1860)‖.

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110[Appeal to Supreme Court. 

15Z. Any person aggrieved by any decision or order of the Securities Appellate Tribunal may  file an appeal to the Supreme Court within sixty days from the date of communication of the  decision or order of the Securities Appellate Tribunal to him on any question of law arising out  of such order : 

Provided that the Supreme Court may, if it is satisfied that the applicant was prevented by  sufficient cause from filing the appeal within the said period, allow it to be filed within a further  period not exceeding sixty days.] 

CHAPTER VII 

MISCELLANEOUS 

Power of Central Government to issue directions. 

  1. (1) Without prejudice to the foregoing provisions of this Act 111[or the Depositories Act,  1996], the Board shall, in exercise of its powers or the performance of its functions under this  Act, be bound by such directions on questions of policy as the Central Government may give in  writing to it from time to time : 

Provided that the Board shall, as far as practicable, be given an opportunity to express its views  before any direction is given under this sub-section. 

(2) The decision of the Central Government whether a question is one of policy or not shall be  final. 

Power of Central Government to supersede the Board. 

  1. (1) If at any time the Central Government is of opinion— 

(a) that on account of grave emergency, the Board is unable to discharge the functions and  duties imposed on it by or under the provisions of this Act; or 

(b) that the Board has persistently made default in complying with any direction issued by  the Central Government under this Act or in the discharge of the functions and duties  imposed on it by or under the provisions of this Act and as a result of such default the  financial position of the Board or the administration of the Board has deteriorated; or 

(c) that circumstances exist which render it necessary in the public interest so to do, the Central Government may, by notification, supersede the Board for such period, not  exceeding six months, as may be specified in the notification. 

(2) Upon the publication of a notification under sub-section (1) superseding the Board,— 

  

110 Substituted for section15Z by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002. Prior to its substitution, it read as under:- 

―15Z. Appeal to High Court.- Any person aggrieved by any decision or order of the Securities Appellate Tribunal may file an appeal to the High Court within sixty days from the date of communication of the decision or order of the Securities Appellate Tribunal to him on any question of fact or law arising out of such order: 

Provided that the High Court may, if it is satisfied that the appellant was prevented by sufficient cause  from filing the appeal within the said period, allow it to be filed within a further period not exceeding  sixty days.‖ 

111 Substituted for ―this Act‖ by the Depositories Act 1996, w.r.e.f. 20-9-1995.

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(a) all the members shall, as from the date of supersession, vacate their offices as such; (b) all the powers, functions and duties which may, by or under the provisions of this Act,  be exercised or discharged by or on behalf of the Board, shall until the Board is  reconstituted under sub-section (3), be exercised and discharged by such person or  persons as the Central Government may direct; and 

(c) all property owned or controlled by the Board shall, until the Board is reconstituted  under sub-section (3), vest in the Central Government. 

(3) On the expiration of the period of supersession specified in the notification issued under  sub-section (1), the Central Government may reconstitute the Board by a fresh appointment and  in such case any person or persons who vacated their offices under clause (a) of sub-section (2),  shall not be deemed disqualified for appointment : 

Provided that the Central Government may, at any time, before the expiration of the period of  supersession, take action under this sub-section. 

(4) The Central Government shall cause a notification issued under sub-section (1) and a full  report of any action taken under this section and the circumstances leading to such action to be  laid before each House of Parliament at the earliest. 

Returns and reports. 

  1. (1) The Board shall furnish to the Central Government at such time and in such form and  manner as may be prescribed or as the Central Government may direct, such returns and  statements and such particulars in regard to any proposed or existing programme for the  promotion and development of the securities market, as the Central Government may, from  time to time, require. 

(2) Without prejudice to the provisions of sub-section (1), the Board shall, within 112[ninety] days  after the end of each financial year, submit to the Central Government a report in such form, as  may be prescribed, giving a true and full account of its activities, policy and programmes  during the previous financial year. 

(3) A copy of the report received under sub-section (2) shall be laid, as soon as may be after it is  received, before each House of Parliament. 

Delegation. 

  1. The Board may, by general or special order in writing delegate to any member, officer of the  Board or any other person subject to such conditions, if any, as may be specified in the order,  such of its powers and functions under this Act (except the powers under section 29) as it may  deem necessary. 

Appeals. 

  1. (1) Any person aggrieved by an order of the Board made 113[, before the commencement of  the Securities Laws (Second Amendment) Act, 1999,] under this Act, or the rules or regulations made thereunder may prefer an appeal to the Central Government within such time as may be  prescribed. 

  

112 Substituted for ―sixty days‖ by Securities Laws (Amendment) Act 1995, w.e.f. 25-1-1995. 113 Substituted for ―an order of the Board made‖ by Securities Laws (Second Amendment) Act 1999, w.e.f.  16-12-1999.

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(2) No appeal shall be admitted if it is preferred after the expiry of the period prescribed  therefor: 

Provided that an appeal may be admitted after the expiry of the period prescribed therefor if  the appellant satisfies the Central Government that he had sufficient cause for not preferring the  appeal within the prescribed period. 

(3) Every appeal made under this section shall be made in such form and shall be accompanied  by a copy of the order appealed against and by such fees as may be prescribed. (4) The procedure for disposing of an appeal shall be such as may be prescribed: Provided that before disposing of an appeal, the appellant shall be given a reasonable  opportunity of being heard. 

114[Bar of jurisdiction. 

20A. No order passed by the Board 115[or the Adjudicating Officer] under this Act shall be  appealable except as provided in 116[section 15T or] section 20 and no civil court shall have  jurisdiction in respect of any matter which the Board 117[or the Adjudicating Officer] is  empowered by, or under, this Act to pass any order and no injunction shall be granted by any  court or other authority in respect of any action taken or to be taken in pursuance of any order  passed by the Board 118[or the Adjudicating Officer] by, or under, this Act.] 

Savings. 

  1. Nothing in this Act shall exempt any person from any suit or other proceedings which  might, apart from this Act, be brought against him. 

Members, officers and employees of the Board to be public servants. 

  1. All members, officers and other employees of the Board shall be deemed, when acting or  purporting to act in pursuance of any of the provisions of this Act, to be public servants within  the meaning of section 21 of the Indian Penal Code (45 of 1860). 

Protection of action taken in good faith. 

  1. No suit, prosecution or other legal proceedings shall lie against the Central Government  119[or Board] or any officer of the Central Government or any member, officer or other employee  of the Board for anything which is in good faith done or intended to be done under this Act or  the rules or regulations made thereunder. 

  

114 Inserted by the Securities Laws (Amendment) Act 1995, w.e.f. 25-1-1995. 

115 Substituted for ―Board‖ by the SEBI (Amendment) Act 1999, w.e.f. 16-12-1999. 116 Substituted for ―Section 20‖, by the SEBI (Amendment) Act 1999, w.e.f. 16-12-1999. 117 Substituted for ―Board‖, by the SEBI (Amendment) Act 1999, w.e.f. 16-12-1999. 118 Substituted for ―Board‖, by the SEBI (Amendment) Act 1999, w.e.f. 16-12-1999.  119 Inserted by the Securities Laws (Amendment) Act 1995, w.e.f. 25-1-1995.

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120[Offences. 

  1. (1) Without prejudice to any award of penalty by the adjudicating officer under this Act, if  any person contravenes or attempts to contravene or abets the contravention of the provisions  of this Act or of any rules or regulations made thereunder, he shall be punishable with  imprisonment for a term which may extend to 121[ten years, or with fine, which may extend to  twenty-five crore rupees or with both]. 

(2) If any person fails to pay the penalty imposed by the adjudicating officer or fails to comply  with any of his directions or orders, he shall be punishable with imprisonment for a term which  shall not be less than one month but which may extend to 122[ten years, or with fine, which may  extend to twenty-five crore rupees or with both]. 

123[Composition of certain offences. 

24A. Notwithstanding anything contained in the Code of Criminal Procedure, 1973 (2 of 1974),  any offence punishable under this Act, not being an offence punishable with imprisonment  only, or with imprisonment and also with fine, may either before or after the institution of any  proceeding, be compounded by a Securities Appellate Tribunal or a court before which such  proceedings are pending. 

Power to grant immunity. 

24B. (1) The Central Government may, on recommendation by the Board, if the Central  Government is satisfied, that any person, who is alleged to have violated any of the provisions  of this Act or the rules or the regulations made thereunder, has made a full and true disclosure  in respect of the alleged violation, grant to such person, subject to such conditions as it may  think fit to impose, immunity from prosecution for any offence under this Act, or the rules or  the regulations made thereunder or also from the imposition of any penalty under this Act with  respect to the alleged violation: 

Provided that no such immunity shall be granted by the Central Government in cases where the  proceedings for the prosecution for any such offence have been instituted before the date of  receipt of application for grant of such immunity: 

Provided further that recommendation of the Board under this sub-section shall not be binding  upon the Central Government. 

(2) An immunity granted to a person under sub-section (1) may, at any time, be withdrawn by  the Central Government, if it is satisfied that such person had, in the course of the proceedings,  not complied with the condition on which the immunity was granted or had given false  

  

120 Substituted by for section 24 by the Securities Laws (Amendment) Act 1995, w.e.f. 25-1-1995. Prior to  its substitution section 24 read as under: 

―24. Penalty.- Whoever contravenes or attempts to contravene or abets the contravention of the  provisions of this Act or of any rules or regulations made thereunder, shall be punishable with  imprisonment for a term which may extend to one year, or with fine, or with both.‖ 121 Substituted for ―one year, or with fine, or with both‖ by the SEBI (Amendment) Act, 2002, w.e.f. 29-10- 2002. 

122 Substituted for ―three years or with fine which shall not be less than two thousand rupees but which  may extend to ten thousand rupees or with both‖ by the SEBI (Amendment) Act, 2002 w.e.f. 29-10-2002,  for ―three years or with fine which shall not be less than two thousand rupees but which may extend to  ten thousand rupees or with both‖. 

123 Inserted by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002.

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evidence, and thereupon such person may be tried for the offence with respect to which the  immunity was granted or for any other offence of which he appears to have been guilty in  connection with the contravention and shall also become liable to the imposition of any penalty  under this Act to which such person would have been liable, had not such immunity been  granted.] 

Exemption from tax on wealth and income. 

  1. Notwithstanding anything contained in the Wealth-tax Act, 1957 (27 of 1957), the Income tax Act, 1961 (43 of 1961) or any other enactment for the time being in force relating to tax on  wealth, income, profits or gains— 

(a) the Board; 

(b) the existing Securities and Exchange Board from the date of its constitution to the date of  establishment of the Board, 

shall not be liable to pay wealth-tax, income-tax or any other tax in respect of their wealth,  income, profits or gains derived. 

Cognizance of offences by courts. 

  1. (1) No court shall take cognizance of any offence punishable under this Act or any rules or  regulations made thereunder, save on a complaint made by the Board 124[* * *]. 125[(2) *****] 

126[ Establishment of Special Courts. 

26A. (1) The Central Government may, for the purpose of providing speedy trial of offences  under this Act, by notification, establish or designate as many Special Courts as may be  necessary. 

(2) A Special Court shall consist of a single judge who shall be appointed by the Central  Government with the concurrence of the Chief Justice of the High Court within whose  jurisdiction the judge to be appointed is working. 

(3) A person shall not be qualified for appointment as a judge of a Special Court unless he is,  immediately before such appointment, holding the office of a Sessions Judge or an Additional  Sessions Judge, as the case may be. 

Offences triable by Special Courts. 

26B. Notwithstanding anything contained in the Code of Criminal Procedure, 1973, all offences  under this Act committed prior to the date of commencement of the Securities Laws  (Amendment) Act, 2014 or on or after the date of such commencement, shall be taken  cognizance of and tried by the Special Court established for the area in which the offence is  

  

124 The words ―with the previous sanction of the Central Government‖ omitted by Securities Laws  (Amendment) Act 1995, w.e.f. 25-1-1995. 

125 Omitted by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 18-07-2013. Prior to the omission, sub section (2) read as under: 

―(2) No court inferior to that of a Court of Session shall try any offence punishable under this Act.‖ 126 Inserted by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 18-07-2013.

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committed or where there are more Special Courts than one for such area, by such one of them  as may be specified in this behalf by the High Court concerned. 

Appeal and revision. 

26C. The High Court may exercise, so far as may be applicable, all the powers conferred by  Chapters XXIX and XXX of the Code of Criminal Procedure, 1973 on a High Court, as if a  Special Court within the local limits of the jurisdiction of the High Court were a Court of  Session trying cases within the local limits of the jurisdiction of the High Court. 

Application of Code to proceedings before Special Court. 

26D. (1) Save as otherwise provided in this Act, the provisions of the Code of Criminal  Procedure, 1973 shall apply to the proceedings before a Special Court and for the purposes of  the said provisions, the Special Court shall be deemed to be a Court of Session and the person  conducting prosecution before a Special Court shall be deemed to be a Public Prosecutor within  the meaning of clause (u) of section 2 of the Code of Criminal Procedure, 1973. 

(2) The person conducting prosecution referred to in sub-section (1) should have been in  practice as an advocate for not less than seven years or should have held a post, for a period of  not less than seven years, under the Union or a State, requiring special knowledge of law. 

Transitional provisions. 

26E. Any offence committed under this Act, which is triable by a Special Court shall, until a  Special Court is established, be taken cognizance of and tried by a Court of Session exercising  jurisdiction over the area, notwithstanding anything contained in the Code of Criminal  Procedure, 1973: 

Provided that nothing contained in this section shall affect the powers of the High Court under  section 407 of the Code of Criminal Procedure, 1973 to transfer any case or class of cases taken  cognizance by a Court of Session under this section.] 

Offences by companies. 

  1. (1) Where an offence under this Act has been committed by a company, every person who at  the time the offence was committed was in charge of, and was responsible to, the company for  the conduct of the business of the company, as well as the company, shall be deemed to be  guilty of the offence and shall be liable to be proceeded against and punished accordingly: 

Provided that nothing contained in this sub-section shall render any such person liable to any  punishment provided in this Act, if he proves that the offence was committed without his  knowledge or that he had exercised all due diligence to prevent the commission of such offence. 

(2) Notwithstanding anything contained in sub-section (1), where an offence under this Act has  been committed by a company and it is proved that the offence has been committed with the  consent or connivance of, or is attributable to any neglect on the part of, any director, manager,  secretary or other officer of the company, such director, manager, secretary or other officer shall  also be deemed to be guilty of the offence and shall be liable to be proceeded against and  punished accordingly. 

Explanation : For the purposes of this section,—

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(a) ―company‖ means any body corporate and includes a firm or other association of  individuals; and 

(b) ―director‖, in relation to a firm, means a partner in the firm. 

Power to exempt. 

  1. 127[***] 

128[ Recovery of amounts. 

28A. (1) If a person fails to pay the penalty imposed by the adjudicating officer or fails to  comply with any direction of the Board for refund of monies or fails to comply with a direction  of disgorgement order issued under section 11B or fails to pay any fees due to the Board, the  Recovery Officer may draw up under his signature a statement in the specified form specifying  the amount due from the person (such statement being hereafter in this Chapter referred to as  certificate) and shall proceed to recover from such person the amount specified in the certificate  by one or more of the following modes, namely:— 

(a) attachment and sale of the person’s movable property; 

(b) attachment of the person’s bank accounts; 

(c) attachment and sale of the person’s immovable property; 

(d) arrest of the person and his detention in prison; 

(e) appointing a receiver for the management of the person’s movable and immovable  properties, 

and for this purpose, the provisions of sections 220 to 227, 228A, 229, 232, the Second and Third  Schedules to the Income-tax Act, 1961 and the Income-tax (Certificate Proceedings) Rules, 1962,  as in force from time to time, in so far as may be, apply with necessary modifications as if the  said provisions and the rules made thereunder were the provisions of this Act and referred to  the amount due under this Act instead of to income-tax under the Income-tax Act, 1961. 

Explanation 1.— For the purposes of this sub-section, the person’s movable or immovable  property or monies held in bank accounts shall include any property or monies held in bank  accounts which has been transferred directly or indirectly on or after the date when the amount  specified in certificate had become due, by the person to his spouse or minor child or son’s wife  or son’s minor child, otherwise than for adequate consideration, and which is held by, or stands  in the name of, any of the persons aforesaid; and so far as the movable or immovable property  or monies held in bank accounts so transferred to his minor child or his son’s minor child is  concerned, it shall, even after the date of attainment of majority by such minor child or son’s  minor child, as the case may be, continue to be included in the person’s movable or immovable  property or monies held in bank accounts for recovering any amount due from the person  under this Act. 

  

127 Omitted by the Securities Laws (Amendment) Act, 1995, w.e.f. 25-1-1995. Prior to its omission, Section  28 read as under: 

―28. Power to exempt– If the central government if of the opinion that it is necessary or expedient so to do  in public interest, it may, by order published in the Official gazette, exempt any person or class of persons  buying or selling securities or otherwise dealing with the securities market from the operation of sub section 91) of Section 12.‖ 

128 Inserted by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 18-07-2013.

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Explanation 2.— Any reference under the provisions of the Second and Third Schedules to  the Income-tax Act, 1961 and the Income-tax (Certificate Proceedings) Rules, 1962 to the  assessee shall be construed as a reference to the person specified in the certificate. 

Explanation 3.— Any reference to appeal in Chapter XVIID and the Second Schedule to the  Income-tax Act, 1961, shall be construed as a reference to appeal before the Securities Appellate  Tribunal under section 15T of this Act. 

(2) The Recovery Officer shall be empowered to seek the assistance of the local district  administration while exercising the powers under sub-section (1). 

(3) Notwithstanding anything contained in any other law for the time being in force, the  recovery of amounts by a Recovery Officer under sub-section (1), pursuant to non-compliance  with any direction issued by the Board under section 11B, shall have precedence over any other  claim against such person. 

(4) For the purposes of sub-sections (1), (2) and (3), the expression ‗‗Recovery Officer‘‘ means  any officer of the Board who may be authorised, by general or special order in writing, to  exercise the powers of a Recovery Officer.] 

Power to make rules. 

  1. (1) The Central Government may, by notification, make rules for carrying out the purposes  of this Act. 

(2) In particular, and without prejudice to the generality of the foregoing power, such rules may  provide for all or any of the following matters, namely :— 

(a) the term of office and other conditions of service of the Chairman and the members  under sub-section (1) of section 5; 

(b) the additional functions that may be performed by the Board under section 11; (c)129[* * *] 

(d) the manner in which the accounts of the Board shall be maintained under section 15; 130[(da) the manner of inquiry under sub-section (1) of section 15-I; 

(db) the salaries and allowances and other terms and conditions of service of the 131[Presiding  Officers, Members] and other officers and employees of the Securities Appellate  Tribunal under section 15-O and sub-section (3) of section 15S; 

(dc) the procedure for the investigation of misbehaviour or incapacity of the 132[Presiding  Officers, or other Members] of the Securities Appellate Tribunal under sub-section (3) of  section 15Q; 

(dd) the form in which an appeal may be filed before the Securities Appellate Tribunal under  section 15T and the fees payable in respect of such appeal;] 

(e) the form and the manner in which returns and report to be made to the Central  Government under section 18; 

  

129 Clause (c) omitted by Securities laws (Amendment) Act 1995, w.e.f. 25-1-1995. Prior to its omission,  clause (c) it read as under: 

―(c) the conditions subject to which registration certificate is to be issued under sub-section (1) of section  12‖. 

130 Inserted by Securities Laws (Amendment) Act, 1995, w.e.f. 25-1-1995. 

131 Substituted for ―Presiding Officers‖ by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002. 132 Substituted for ―Presiding Officers‖, by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002. 

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(f) any other matter which is to be, or may be, prescribed, or in respect of which provision  is to be, or may be, made by rules. 

Power to make regulations. 

  1. (1) The Board may, 133[***] by notification, make regulations consistent with this Act and the  rules made thereunder to carry out the purposes of this Act. 

(2) In particular, and without prejudice to the generality of the foregoing power, such  regulations may provide for all or any of the following matters, namely :— (a) the times and places of meetings of the Board and the procedure to be followed at such  meetings under sub-section (1) of section 7 including quorum necessary for the  transaction of business; 

(b) the terms and other conditions of service of officers and employees of the Board under  sub-section (2) of section 9; 

134[(c) the matters relating to issue of capital, transfer of securities and other matters  incidental thereto and the manner in which such matters shall be disclosed by the  companies under section 11A; 

135[(ca) the utilisation of the amount credited under sub-section (5) of section 11;  (cb) the fulfilment of other conditions relating to collective investment scheme under sub section (2A) of section 11AA;] 

 ((d) the conditions subject to which certificate of registration is to be issued, the  amount of fee to be paid for certificate of registration and the manner of suspension or  cancellation of certificate of registration under section 12.] 

136[(da) the terms determined by the Board for settlement of proceedings under sub-section  (2) and the procedure for conducting of settlement proceedings under sub-section (3) of  section 15JB; 

(db) any other matter which is required to be, or may be, specified by regulations or in  respect of which provision is to be made by regulations.] 

Rules and regulations to be laid before Parliament. 

  1. Every rule and every regulation made under this Act shall be laid, as soon as may be after it  is made, before each House of Parliament, while it is in session, for a total period of thirty days  which may be comprised in one session or in two or more successive sessions, and if, before the  expiry of the session immediately following the session or the successive sessions aforesaid,  both Houses agree in making any modification in the rule or regulation or both Houses agree  that the rule or regulation should not be made, the rule or regulation shall thereafter have effect  only in such modified form or be of no effect, as the case may be; so, however, that any such  

  

133 The words ―with the previous approval of the Central Government‖ omitted by Securities Laws  (Amendment) Act 1995 w.e.f. 25-1-1995. 

134 Substituted for the existing clause (c) by the Securities Laws (Amendment) Act 1995 w.e.f. 25-1-1995.  Prior to substitution this clause read as under: 

―(c) the amount of fee to be paid for registration certificate and manner of suspension or cancellation of registration certificate under sub-section (2) and (3) of section 12.‖ 

135 Inserted by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 18-07-2013. 

136 Inserted by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 18-07-2013.

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modification or annulment shall be without prejudice to the validity of anything previously  done under that rule or regulation. 

Application of other laws not barred. 

  1. The provisions of this Act shall be in addition to, and not in derogation of, the provisions of  any other law for the time being in force. 

Amendment of certain enactments. 

  1. [Repealed by Repealing & Amending Act, 2001.

Power to remove difficulties. 

  1. (1) If any difficulty arises in giving effect to the provisions of this Act, the Central  Government may, by order, published in the Official Gazette, make such provisions not  inconsistent with the provisions of this Act as may appear to be necessary for removing the  difficulty : 

Provided that no order shall be made under this section after the expiry of five years from the  commencement of this Act. 

(2) Every order made under this section shall be laid, as soon as may be after it is made, before  each House of Parliament. 

137[Validation of certain acts. 

34A. Any act or thing done or purporting to have been done under the principal Act, in respect  of calling for information from, or furnishing information to, other authorities, whether in India  or outside India, having functions similar to those of the Board and in respect of settlement of  administrative and civil proceedings, shall, for all purposes, be deemed to be valid and effective  as if the amendments made to the principal Act had been in force at all material times.] 

Repeal and saving. 

  1. (1) The Securities and Exchange Board of India Ordinance, 1992 (Ord. 5 of 1992), is hereby  repealed. 

(2) Notwithstanding such repeal, anything done or any action taken under the said Ordinance  shall be deemed to have been done or taken under the corresponding provisions of this Act. 

THE SCHEDULE 

[See section 33] 

AMENDMENT OF CERTAIN ENACTMENTS 

[Repealed by Repealing & Amending Act, 2001

  

137 Inserted by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 18-07-2013.

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