• Securities Contracts (Regulation) Act, 1956: Bare Act

  • CHAPTER I : PRELIMINARY

    An Act to prevent undesirable transactions in securities by regulating the business of dealing therein, by providing for certain other matters connected therewith.

    Be it enacted by Parliament in the Seventh Year of the Republic of India as follows:

     2. Definitions.- In this Act, unless the context otherwise requires,-

    (a) 'Contract' means a contract for or relating to the purchase or sale of securities;

    *[(aa) "corporatisation" means the succession of a recognised stock exchange, being a body of individuals or a society registered under the Societies Registration Act, 1860 (21 of 1860), by another stock exchange, being a company incorporated for the purpose of assisting, regulating or controlling the business of buying, selling or dealing in securities carried on by such individuals or society;

    (ab) "demutualisation" means the segregation of ownership and management from the trading rights of the members of a recognised stock exchange in accordance with a scheme approved by the Securities and Exchange Board of India;]

    (ac) "derivative" includes--

    (A) a security derived from a debt instrument, share, loan, whether secured or unsecured, risk instrument or contract for differences or any other form of security;

    (B) a contact which derives its value from the prices, or index of prices, of underlying securities]

    *[Subsection (aa) was renumbered as (ac) and sub-clause (aa) and (ab) inserted by Securities Laws (Amendment) Act, 2004]

    (b) 'Government security' means a security created and issued, whether before or after the commencement of this Act, by the Central Government or a State Government for the purpose of raising a public loan and having one of the forms specified in clause (2) of section 2 of the Public Debt Act, 1944 (13 of 1944);

    (c) 'member ' means a member of a recognised stock exchange;

    (d) 'option in securities' means a contract for the purchase or sale of a right to buy or sell, or a right to buy and sell, securities in future, and includes a teji, a mandi, a teji mandi, a galli, a put, a call or a put and call in securities;

    (e) 'prescribed' means prescribed by rules made under this Act;

    (f) 'recognised stock exchange' means a stock exchange which is for the time being recognised by the Central Government under section 4;

    (g) 'rules', with reference to the rules relating in general to the constitution and management of a stock exchange, includes, in the case of a stock exchange which is an incorporated association, its memorandum and articles of association;

    *[(ga) "scheme" means a scheme for corporatisation or demutualisation of a recognised stock exchange which may provide for-

    (i) the issue of shares for a lawful consideration and provision of trading rights in lieu of membership cards of members of a recognised stock exchange;

    (ii) the restrictions on voting rights;

    (iii) the transfer of property, business, assets, rights, liabilities, recognitions, contracts of the recognised stock exchange, legal proceedings by, or against, the recognised stock exchange, whether in the name of the recognised stock exchange or any trustee or otherwise and any permission given to, or by, the recognised stock exchange;

    (iv) the transfer of employees of a recognised stock exchange to another recognised stock exchange;

    (v) any other matter required for the purpose of, or in connection with, the corporatisation or demutualisation, as the case may be, of the recognised stock exchange;';

    (gb)] "Securities Appellate Tribunal" means a Securities Appellate Tribunal established under sub-section (1) of section 15K of the Securities and Exchange Board of India Act, 1992 (15 of 1992)]

    *[Existing sub-clause (ga) was renumbered as (gb) and sub-clause (ga) was inserted by Securities Laws (Amendment) Act, 2004

    (h) 'securities' include-

    (i) shares, scrips stocks, bonds, debentures, debenture stock or other marketable securities of a like nature in or of any incorporated company or other body corporate;

    *[(ia) derivative;

    (ib) units or any other instrument issued by any collective investment scheme to the investors in such schemes]

    (ic) security receipt as defined in clause (zg) of section 2 of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002;]

    *[Inserted by the Securities Laws (Amendment) Act, 1999]

    *[(id) units or any other such instrument issued to the investors under any mutual fund scheme;]

    *[Inserted by Securities Laws (Amendment) Act, 2004]

    *[Explanation.-- For the removal of doubts, it is hereby declared that "securities" shall not include any unit linked insurance policy or scrips or any such instrument or unit, by whatever name called, which provides a combined benefit risk on the life of the persons and investment by such persons and issued by an insurer referred to in clause (9) of section 2 of the Insurance Act, 1938]

    *[Inserted by Securities and Insurance Laws (Amendment and Validation) Act, 2010]

    *[(ie) any certificate or instrument (by whatever name called), issued to an investor by any issuer being a special purpose distinct entity which possesses any debt or receivable, including mortgage debt, assigned to such entity, and acknowledging beneficial interest of such investor in such debt or receivable including mortgage debt, as the case may be;]

    *[Inserted by Securities Contracts (Regulation) Amendment Act, 2007]

    (ii) Government securities; and

    (iii) rights or interests in securities;

    *[(i) "spot delivery contract" means a contract which provides for,-

    (a) actual delivery of securities and the payment of a price therefore either on the same day as the date of the contract or on the next day, the actual period taken for the despatch of the securities or the remittance of money therefore through the post being excluded from the computation of the period aforesaid if the parties to the contract do not reside in the same town or locality;

    (b) transfer of the securities by the depository from the account of a beneficial owner to the account of another beneficial owner when such securities are dealt with by a depository;]

    *[Substituted by the Depositories Act, 1996]

    *[(j) "stock exchange " means--

    (a) any body of individuals, whether incorporated or not, constituted before corporatisation and demutualisation under sections 4A and 4B, or

    (b) a body corporate incorporated under the Companies Act, 1956 whether under a scheme of corporatisation and demutualisation or otherwise,
    for the purpose of assisting, regulating or controlling the business of buying, selling or dealing in securities;'.]

    *[Substituted by Securities Laws (Amendment) Act, 2004]

    *[2A. Interpretation of certain words and expressions.- Words and expressions used herein and not defined in this Act but defined in the Companies Act, 1956 (1 of 1956) or the Securities and Exchange Board of India Act, 1992 (15 of 1992) or the Depositories Act, 1996 (22 of 1996) shall have the same meanings respectively assigned to them in those Acts.]

    *[Inserted by the Securities Laws (Second Amendment) Act, 1999.

    CHAPTER II : RECOGNISED STOCK EXCHANGES

    3. Application for recognition of stock exchanges.- (1) Any stock exchange, which is desirous of being recognised for the purposes of this Act, may make an application in the prescribed manner to the Central Government.

    (2) Every application under sub-section (1) shall contain such particulars as may be prescribed, and shall be accompanied by a copy of the bye-laws of the stock exchange for the regulation and control of contracts and also a copy of the rules relating in general to the constitution of the stock exchange, and in particular, to

    (a) the governing body of such stock exchange, its constitution and powers of management and the manner in which the business is to be transacted;

    (b) the powers and duties of the office bearers of the stock exchange;

    (c) the admission into the stock exchange of various classes of members, the qualifications for memberships, and the exclusion, suspension, expulsion and re-admission of members there from or thereinto;

    (d) the procedure for the registration of partnerships as members of the stock exchange in cases where the rules provide for such membership; and the nomination and appointment of authorised representatives and clerks.

    4. Grant of recognition to stock exchanges.- (1) If the Central Government is satisfied, after making such inquiry as may be necessary in this behalf and after obtaining such further information, if any, as it may require:

    (a) that the rules and bye-laws of a stock exchange applying for registration are in conformity with such conditions as may be prescribed with a view to ensure fair dealing and to protect investors;
    (b) that the stock exchange is willing to comply with any other conditions (including conditions as to the number of members) which the Central Government, after consultation with the governing body of the stock exchange and having regard to the area served by the stock exchange and its standing and the nature of the securities dealt with by it, may impose for the purpose of carrying out the objects of this Act; and
    (c) that it would be in the interest of the trade and also in the public interest to grant recognition to the stock exchange;

    it may grant recognition to the stock exchange subject to the conditions imposed upon it as aforesaid and in such form as may be prescribed.

    (2) The conditions which the Central Government may prescribe under clause (a) of sub-section (1) for the grant of recognition to the stock exchanges may include, among other matters, conditions relating to-

    (i) the qualifications for membership of stock exchanges;

    (ii) the manner in which contracts shall be entered into and enforced as between members;

    (iii) the representation of the Central Government on each of the stock exchanges by such number of persons not exceeding three as the Central Government may nominate in this behalf; and

    (iv) the maintenance of accounts of members and their audit by chartered accountants whenever such audit is required by the Central Government.

    (3) Every grant of recognition to a stock exchange under this section shall be published in the Gazette of India and also in the Official Gazette of the State in which the principal office as of the stock exchange is situate, and such recognition shall have effect as from the date of its publication in the Gazette of India.

    (4) No rules of a recognised stock exchange relating to any of the matters specified in sub- section (2) of section 3 shall be amended except with the approval of the Central Government.

    *[4A. Corporatisation and demutualisation of stock exchanges.-On and from the appointed date, all recognised stock exchanges (if not corporatised and demutualised before the appointed date) shall be corporatised and demutualised in accordance with the provisions contained in section 4B:

    Provided that the Securities and Exchange Board of India may, if it is satisfied that any recognised stock exchange was prevented by sufficient cause from being corporatised and demutualised on or after the appointed date, specify another appointed date in respect of that recognised stock exchange and such recognised stock exchange may continue as such before such appointed date. 

    Explanation.-For the purposes of this section, "appointed date" means the date which the Securities and Exchange Board of India may, by notification in the Official Gazette, appoint and different appointed dates may be appointed for different recognised stock exchanges.

    *[Inserted by Securities Laws (Amendment) Act, 2004]

    *[4B. Procedure for corporatisation and demutualisation.-(1) All recognised stock exchanges referred to in section 4A shall, within such time as may be specified by the Securities and Exchange Board of India, submit a scheme for corporatisation and demutualisation for its approval:

    Provided that the Securities and Exchange Board of India, may, by notification in the Official Gazette, specify name of the recognised stock exchange, which had already been corporatised and demutualised, and such stock exchange shall not be required to submit the scheme under this section. 

    (2) On receipt of the scheme referred to in sub-section (1), the Securities and Exchange Board of India may, after making such enquiry as may be necessary in this behalf and obtaining such further information, if any, as it may require and if it is satisfied that it would be in the interest of the trade and also in the public interest, approve the scheme with or without modification. 

    (3) No scheme under sub-section (2) shall be approved by the Securities and Exchange Board of India if the issue of shares for a lawful consideration or provision of trading rights in lieu of membership card of the members of a recognised stock exchange or payment of dividends to members have been proposed out of any reserves or assets of that stock exchange. 

    (4) Where the scheme is approved under sub-section (2), the scheme so approved shall be published immediately by- 

    (a) the Securities and Exchange Board of India in the Official Gazette; 

    (b) the recognised stock exchange in such two daily newspapers circulating in India, as may be specified by the Securities and Exchange Board of India, and upon such publication, notwithstanding anything to the contrary contained in this Act or any other law for the time being in force or any agreement, award, judgment, decree or other instrument for the time being in force, the scheme shall have effect and be binding on all persons and authorities including all members, creditors, depositors and employees of the recognised stock exchange and on all persons having any contract, right, power, obligation or liability with, against, over, to, or in connection with, the recognised stock exchange or its members. 

    (5) Where the Securities and Exchange Board of India is satisfied that it would not be in the interest of the trade and also in the public interest to approve the scheme under sub-section (2), it may, by an order, reject the scheme and such order of rejection shall be published by it in the Official Gazette: 

    Provided that the Securities and Exchange Board of India shall give a reasonable opportunity of being heard to all the persons concerned and the recognised stock exchange concerned before passing an order rejecting the scheme. 

    (6) The Securities and Exchange Board of India may, while approving the scheme under sub-section (2), by an order in writing, restrict- 

    (a) the voting rights of the shareholders who are also stock brokers of the recognised stock exchange; 

    (b) the right of shareholders or a stock broker of the recognised stock exchange to appoint the representatives on the governing board of the stock exchange; 

    (c) the maximum number of representatives of the stock brokers of the recognised stock exchange to be appointed on the governing board of the recognised stock exchange, which shall not exceed one-fourth of the total strength of the governing board. 

    (7) The order made under sub-section (6) shall be published in the Official Gazette and on the publication thereof, the order shall, notwithstanding anything to the contrary contained in the Companies Act, 1956 (1 of 1956), or any other law for the time being in force, have full effect. 

    (8) Every recognised stock exchange, in respect of which the scheme for corporatisation or demutualisation has been approved under sub-section (2), shall, either by fresh issue of equity shares to the public or in any other manner as may be specified by the regulations made by the Securities and

    Exchange Board of India, ensure that at least fifty-one per cent. of its equity share capital is held, within twelve months from the date of publication of the order under sub-section (7), by the public other than shareholders having trading rights: 

    Provided that the Securities and Exchange Board of India may, on sufficient cause being shown to it and in the public interest, extend the said period by another twelve months.

    *[Inserted by Securities Laws (Amendment) Act, 2004]

    *[5. Withdrawal of recognition.- (1) If the Central Government is of the opinion that the recognition granted to a stock exchange under the provisions of this Act should, in the interest of the trade or in the public interest, be withdrawn, the Central Government may serve on the governing body of the stock exchange a written notice that the Central Government is considering the withdrawal of the recognition for the reasons stated in the notice and after giving an opportunity to the governing body to be heard in the matter, the Central Government may withdraw, by notification in the Official Gazette, the recognition granted to the stock exchange:

    Provided that no such withdrawal shall affect the validity of any contract entered into or made before the date of the notification, and the Central Government may, after consultation with the stock exchange, make such provision as it deems fit in the notification of withdrawal or in any subsequent notification similarly published for the due performance of any contracts outstanding on that date.

    "(2) Where the recognised stock exchange has not been corporatised or demutualised or it fails to submit the scheme referred to in sub-section (1) of section 4B within the specified time therefor or the scheme has been rejected by the Securities and Exchange Board of India under sub-section (5) of section 4B, the recognition granted to such stock exchange under section 4, shall, notwithstanding anything to the contrary contained in this Act, stand withdrawn and the Central Government shall publish, by notification in the Official Gazette, such withdrawal of recognition: 

    Provided that no such withdrawal shall affect the validity of any contract entered into or made before the date of the notification, and the Securities and Exchange Board of India may, after consultation with the stock exchange, make such provisions as it deems fit in the order rejecting the scheme published in the Official Gazette under sub-section (5) of section 4B.".

    *[Amended and sub-clause (2) Inserted by Securities Laws (Amendment) Act, 2004]

    *[8A. Clearing corporation.-(1) A recognised stock exchange may, with the prior approval of the Securities and Exchange Board of India, transfer the duties and functions of a clearing house to a clearing corporation, being a company incorporated under the Companies Act, 1956 (1 of 1956), for the purpose of-

    (a) the periodical settlement of contracts and differences thereunder; 

    (b) the delivery of, and payment for, securities;

    (c) any other matter incidental to, or connected with, such transfer. 

    (2) Every clearing corporation shall, for the purpose of transfer of the duties and functions of a clearing house to a clearing corporation referred to in sub-section (1), make bye-laws and submit the same to the Securities and Exchange Board of India for its approval. 

    (3) The Securities and Exchange Board of India may, on being satisfied that it is in the interest of the trade and also in the public interest to transfer the duties and functions of a clearing house to a clearing corporation, grant approval to the bye-laws submitted to it under sub-section (2) and approve the transfer of the duties and functions of a clearing house to a clearing corporation referred to in sub-section (1). 

    (4) The provisions of sections 4, 5, 6, 7, 8, 9, 10, 11 and 12 shall, as far as may be, apply to a clearing corporation referred to in sub-section (1) as they apply in relation to a recognised stock exchange.".

    *[Inserted by Securities Laws (Amendment) Act, 2004]

    12. Power to suspend business of recognised stock exchanges.- If in the opinion of the Central Government an emergency has arisen and for the purpose of meeting the emergency the Central Government considers it expedient so to do, it may, by notification in the Official Gazette, for reasons to be set out therein, direct a recognised stock exchange to suspend such of its business for such period not exceeding seven days and subject to such conditions as may be specified in the notification, and if, in the opinion of the Central Government, the interest of the trade or the public interest requires that the period should be extended may, by like notification extend the said period from time to time.

    Provided that where the period of suspension is to be extended beyond the first period, no notification extending the period of suspension shall be issued unless the governing body of the recognised stock exchange has been given an opportunity of being heard in the matter.

    *[12A. Power to issue directions.- If, after making or causing to be made an inquiry, the Securities and Exchange Board of India is satisfied that it is necessary-

    (a) in the interest of investors, or orderly development of securities market; or 

    (b) to prevent the affairs of any recognised stock exchange or clearing corporation, or such other agency or person, providing trading or clearing or settlement facility in respect of securities, being conducted in a manner detrimental to the interests of investors or securities market; or

    (c) to secure the proper management of any such stock exchange or clearing corporation or agency or person, referred to in clause (b), it may issue such directions, -

    (i) to any stock exchange or clearing corporation or agency or person referred to in clause (b) or any person or class of persons associated with the securities market; or

    (ii) to any company whose securities are listed or proposed to be listed in a recognised stock exchange, as may be appropriate in the interests of investors in securities and the securities market."

    *[Inserted by Securities Laws (Amendment) Act, 2004]

    CHAPTER III : CONTRACTS AND OPTIONS IN SECURITIES

    13. Contracts in notified areas illegal in certain circumstances .- If the Central Government is satisfied, having regard to the nature or the volume of transactions in securities in any *[State or States or area], that it is necessary so to do, it may, by notification in the Official Gazette, declare this section to apply to such *[State or States or area], and thereupon every contract in such *[State or States or area] which is entered into after date of the notification otherwise than *[between members of a recognised stock exchange or recognised stock exchanges] in such *[State or States or area] or through or with such member shall be illegal.

    *[Provided that any contract entered into between members of two or more recognised stock exchanges in such State or States or area, shall-

    (i) be subject to such terms and conditions as may be stipulated by the respective stock exchanges with prior approval of Securities and Exchange Board of India; 

    (ii) require prior permission from the respective stock exchanges if so stipulated by the stock exchanges with prior approval of Securities and Exchange Board of India.]

    *[Amended and proviso inserted by Securities Laws (Amendment) Act, 2004]

    13A. Additional trading floor.- A stock exchange may establish additional trading floor with the prior approval of the Securities and Exchange Board of India in accordance with the terms and conditions stipulated by the said Board.

    Explanation: For the purposes of this section ‘additional trading floor' means a trading ring or trading facility offered by a recognised stock exchange outside its area of operation to enable the investors to buy and sell securities through such trading floor under the regulatory framework of the stock exchange.]

    *[ Inserted by the Securities Laws (Amendment) Act, 1995 w.e.f.25.01.1995.]

    14. Contracts in notified areas to be void in certain circumstances.- (1) Any contract entered into in any State or area specified in the notification under section 13 which is in contravention of any of the bye- laws specified in that behalf under clause (a) of sub-section (3) of section 9 shall be void:

    (i) as respects the rights of any member of the recognised stock exchange who has entered into such contract in contravention of any such bye-laws, and also

    (ii) as respects the rights of any other person who has knowingly participated in the transaction entailing such contravention.

    (2) Nothing in sub-section (1) shall be construed to affect the right of any person other than a member of the recognised stock exchange to enforce any such contract or to recover any sum under or in respect of such contract if such person had no knowledge that the transaction was in contravention of any of the bye-laws specified in clause (a) of sub-section (3) of section 9.

    15. Members may not act as principals in certain circumstances.- No member of a recognised stock exchange shall in respect of any securities enter into any contract as a principal with any person other than a member of a recognised stock exchange, unless he has secured the consent or authority of such person and discloses in the note, memorandum or agreement of sale or purchase that he is acting as a principal:

    Provided that where the member has secured the consent or authority of such person otherwise than in writing he shall secure written confirmation by such person of such consent or authority within three days from the date of the contract:

    Provided further that no such written consent or authority of such person shall be necessary for closing out any outstanding contract entered into by such person in accordance with the bye-laws, if the member discloses in the note, memorandum or agreement of sale or purchase in respect of such closing out that he is acting as a principal.

    17. Licensing of dealers in securities in certain cases.- (1) Subject to the provision of sub-section (3) and to the other provisions contained in this Act, no person shall carry on or purport to carry on, whether on his own behalf or on behalf of any other person, the business of dealing in securities in any State or area to which section 13 has not been declared to apply and to which the Central Government may, by notification in the Official Gazette declare this section to apply, except under the authority of a licence granted by the *[Securities and Exchange Board of India] in this behalf.

    (2) No notification under sub- section (1) shall be issued with respect to any State or area unless the Central Government is satisfied, having regard to the manner in which securities are being dealt with in such State or area, that it is desirable or expedient in the interest of the trade or in the public interest that such dealings should be regulated by a system of licensing.

    (3) The restrictions imposed by sub-section (1) in relation to dealings in securities shall not apply to the doing of anything by or on behalf of a member of any recognised stock exchange.

    *[Substituted for "Central Government" by the Securities and Exchange Board of India Act, 1992]

    *[17A. Public issue and listing of securities referred to in sub-clause (ie) of clause (h) of section 2. - (1) Without prejudice to the provisions contained in this Act or any other law for the time being in force, no securities of the nature referred to in sub-clause (ie) of clause (h) of section 2 shall be offered to the public or listed on any recognised stock exchange unless the issuer fulfils such eligibility criteria and complies with such other requirements as may be specified by regulations made by the Securities and Exchange Board of India.

    (2) Every issuer referred to in sub-clause (ie) of clause (h) of section 2 intending to offer the certificates or instruments referred therein to the public shall make an application, before issuing the offer document to the public, to one or more recognised stock exchanges for permission for such certificates or instruments to be listed on the stock exchange or each such stock exchange. 

    (3) Where the permission applied for under sub-section (2) for listing has not been granted or refused by the recognised stock exchanges or any of them, the issuer shall forthwith repay all moneys, if any, received from applicants in pursuance of the offer document, and if any such money is not repaid within eight days after the issuer becomes liable to repay it, the issuer and every director or trustee thereof, as the case may be, who is in default shall, on and from the expiry of the eighth day, be jointly and severally liable to repay that money with interest at the rate of fifteen per cent. per annum. 

    Explanation.-In reckoning the eighth day after another day, any intervening day which is a public holiday under the Negotiable Instruments Act, 1881, shall be disregarded, and if the eighth day (as so reckoned) is itself such a public holiday, there shall for the said purposes be substituted the first day thereafter which is not a holiday. 

    (4) All the provisions of this Act relating to listing of securities of a public company on a recognised stock exchange shall, mutatis mutandis, apply to the listing of the securities of the nature referred to in sub-clause (ie) of clause (h) of section 2 by the issuer, being a special purpose distinct entity.]
    *[Inserted by Securities Contracts (Regulation) Amendment Act, 2007]

    18. Exclusion of spot delivery contracts from sections 13, 14, 15 and 17.- (1) Nothing contained in sections 13, 14, 15 and 17 shall apply to spot delivery contracts.

    (2) Notwithstanding anything contained in sub-section (1), if the Central Government is of opinion that in the interest of the trade or in the public interest it is expedient to regulate and control the business of dealing in spot delivery contracts also in any State or are (whether section 13 has been declared to apply to that State or area or not), it may, by notification in the Official Gazette, declare that the provisions of section 17 shall also apply to such State or area in respect of spot delivery contracts generally or in respect of spot delivery contract for the sale or purchase of such securities as may be specified in the notification, and may also specify the manner in which, and the extent to which, the provision of that section shall so apply. 

    *[18A. Contracts in derivatives.- Notwithstanding anything contained in any other law for the lime being in force, contracts in derivative shall be legal and valid if such contracts are--

    (a) traded on a recognised stock exchange;

    (b) settled on the clearing house of the recognised stock exchange, in accordance with the rules and bye-laws of such stock exchange.]

    *[Inserted by the Securities Laws (Amendment) Act, 1999 w.e.f. 22.02.2000]

    19. Stock exchanges other than recognised stock exchanges prohibited.- (1) No person shall, except with the permission of the Central Government, organise or assist in organising or be a member of any stock exchange (other than a recognised stock exchange) for the purpose of assisting in, entering into or performing any contracts in securities.

    (2) This section shall come into force in any State or area on such date, as the Central Government may, by notification in the Official Gazette, appoint.

    CHAPTER IV : LISTING OF SECURITIES

    *[21. Conditions for listing.- Where securities are listed on the application of any person in any recognised stock exchange, such person shall comply with the conditions of the listing agreement with that stock exchange.]

    *[Substituted by the Securities Laws (Amendment) Act, 1995]

    *[21A. Delisting of securities.-(1) A recognised stock exchange may delist the securities, after recording the reasons therefor, from any recognised stock exchange on any of the ground or grounds as may be prescribed under this Act:

    Provided that the securities of a company shall not be delisted unless the company concerned has been given a reasonable opportunity of being heard. 

    (2) A listed company or an aggrieved investor may file an appeal before the Securities Appellate Tribunal against the decision of the recognised stock exchange delisting the securities within fifteen days from the date of the decision of the recognised stock exchange delisting the securities and the provisions of sections 22B to 22E of this Act, shall apply, as far as may be, to such appeals: 

    Provided that the Securities Appellate Tribunal may, if it is satisfied that the company was prevented by sufficient cause from filing the appeal within the said period, allow it to be filed within a further period not exceeding one month.

    *[Inserted by Securities Laws (Amendment) Act, 2004]

    22. Right of appeal against refusal of stock exchanges to list securities of public companies.- Where a recognised stock exchange acting in pursuance of any power given to it by its bye- laws, refuses to list the securities of any public company or collective investment scheme, the company or scheme shall be entitled to be furnished with reasons for such refusal, any may,-

    (a) within fifteen days from the date on which the reasons for such refusal are furnished to it, or

    (b) where the stock exchange has omitted or failed to dispose of, within the time specified in sub-section (1) of section 73 of the Companies Act, 1956 (1 of 1956) (hereafter in this section referred to as the "specified time"), the application for permission for the shares or debentures to be dealt with on the stock exchange, within fifteen days from the date of expiry of the specified time or within such further period, not exceeding one month, as the Central Government may, on sufficient cause being shown, allow,

    appeal to the Central Government against such refusal, omission or failure, as the case may be, and thereupon the Central Government may, after giving the Stock Exchange an opportunity of being heard,-

    (i) vary or set aside the decision of the stock exchange; or

    (ii) where the stock exchange has omitted or failed to dispose of the application within the specified time, grant or refuse the permission,

    and where the Central Government sets aside the decision of the recognised stock exchange or grants the permission, the stock exchange shall act in conformity with the orders of the Central Government.

    Provided that no appeal shall be preferred against refusal, omission or failure, as the case may be, under this section on and after the commencement of the Securities Laws (Second Amendment) Act, 19997

    22A. Right of appeal to Securities Appellate Tribunal against refusal of stock exchange to list securities of public companies.-(1) Where a recognised stock exchange, acting in pursuance of any power given to it by its bye-laws, refuses to list the securities of any company, the company shall be entitled to be furnished with reasons for such refusal, and may,--

    (a) within fifteen days from the date on which the reasons for such refusal are furnished to it, or

    (b) where the stock exchange has omitted or failed to dispose of, within the time specified in sub-section (M) of section 73 of the Companies Act, 1956 (1 of 1956) (hereafter in this section referred to as the "specified time"), the application for permission for the shares or debentures to be dealt with on the stock exchange, within fifteen days from the date of expiry of the specified time or within such farther period, not exceeding one month, as the Securities Appellate Tribunal may, on sufficient cause being shown, allow,

    appeal to the Securities Appellate Tribunal having jurisdiction in the matter against such refusal, omission or failure, as the case may be, and thereupon the Securities Appellate Tribunal may, after giving the stock exchange, an opportunity of being heard,--

    (i) vary or set aside the decision of the stock exchange; or

    (ii) where the stock exchange has omitted or failed to dispose of the application within the specified time, grant or refuse the permission,

    and where the Securities Appellate Tribunal sets aside the decision of the recognised, stock exchange or grants the permission, the stock exchange shall act in conformity with the orders of the Securities Appellate Tribunal.

    (2) Every appeal under sub-section (1) shall be in such form and be accompanied by such fee as may be prescribed.

    (3) The Securities Appellate Tribunal shall send a copy of every order made by it to the Board and parties to the appeal.

    (4) 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.

    *[Inserted by the Securities Law (Second Amendment) Act, 1999]

    22B. Procedure and powers of Securities Appellate tribunal.- (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 purpose 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; and

    (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 and the Securities Appellate Tribunal shall be deemed to be a civil court for all the purposes of section 195 and Chapter XXVI of the Code of Criminal Procedure, 1973 (2 of 1974).

    *[Inserted by the Securities Law (Second Amendment) Act, 1999]

    22B. Procedure and powers of Securities Appellate tribunal.- (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 purpose 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; and

    (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 and the Securities Appellate Tribunal shall be deemed to be a civil court for all the purposes of section 195 and Chapter XXVI of the Code of Criminal Procedure, 1973 (2 of 1974).

    *[Inserted by the Securities Law (Second Amendment) Act, 1999]

    22C. Right to legal representation.- 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 (&) 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 1959and 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 an attorney of any High Court, and includes a pleader in practice.

    *[Inserted by the Securities Law (Second Amendment) Act, 1999]

    22E. Civil Court not to have jurisdiction.- No civil court shall have jurisdiction to entertain any suit or proceeding in respect of any matter which a Securities Appellate Tribunal 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. '

    *[Inserted by the Securities Law (Second Amendment) Act, 1999]

    *[22F. Appeal to Supreme Court.-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 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]

    *[Substituted by Securities Laws (Amendment) Act, 2004]

    CHAPTER V : PENALTIES AND PROCEDURES

    23. Penalties.- (1) Any person who-

    (a) without reasonable excuse (the burden of proving which shall be on him) fails to comply with any requisition made under sub- section (4) of section 6;

    or

    (b) enters into any contract in contravention of any of the provisions contained in section 13 or section 16; or 
    (c) contravenes the provisions contained in **[section 17 or section 17A] or section 19; or

    (d) enters into any contract in derivative in contravention of section 18 A or the rules made under section 30.

    (e) owns or keeps a place other than that of a recognised stock exchange which is used for the purpose of entering into or performing any contracts in contravention of any of the provisions of this Act and knowingly permits such place to be used for such purposes; or

    (f) manages, controls, or assists in keeping any place other than that of a recognised stock exchange which is used for the purpose of entering into or performing any contracts in contravention of any of the provisions of this Act or at which contracts are recorded or adjusted or rights or liabilities arising out of contracts are adjusted, regulated or enforced in any manner whatsoever; or

    (g) not being a member of a recognised stock exchange or his agent authorised as such under the rules or bye- laws of such stock exchange or not being a dealer in securities licensed under section 17

    (h) not being a member of a recognised stock exchange or his agent authorised as such under the rules or bye- laws of such stock exchange or not being a dealer in securities licensed under section 17, canvasses, advertises or touts in any manner either for himself or on behalf of any other person for any business connected with contracts in contravention of any of the provisions of this Act; or

    (i) joins, gathers or assists in gathering at any place other than the place of business specified in the bye-laws of a recognised stock exchange any person or persons for making bids or offers or for entering into or performing any contracts in contravention of any of the provisions of this Act 

    *[shall, without prejudice to any award of penalty by the Adjudicating Officer under this Act, on conviction, be punishable with imprisonment for a term which may extend to ten years or with fine, which may extend to twenty-five crore rupees or with both]

    (2) Any person who enters into any contract in contravention of the provisions contained in section 15 or who fails to comply with the provisions of *[section 21 or section 21A] or with the orders of the Central Government under section 22 or with the orders of the Securities Appellate Tribunal *[shall, without prejudice to any award of penalty by the Adjudicating Officer under this Act, on conviction, be punishable with imprisonment for a term which may extend to ten years or with fine, which may extend to twenty-five crore rupees, or with both].

    *[Amended by Securities Laws (Amendment) Act, 2004]

    **[Substituted by Securities Contracts (Regulation) Amendment Act, 2007]

    *[23A. Penalty for failure to furnish information, return, etc.-Any person, who is required under this Act or any rules made thereunder,-

    (a) to furnish any information, document, books, returns or report to a recognised stock exchange, fails to furnish the same within the time specified therefor in the listing agreement or conditions or bye-laws of the recognised stock exchange, shall be liable to a penalty of one lakh rupees for each day during which such failure continues or one crore rupees, whichever is less for each such failure; 

    (b) to maintain books of account or records, as per the listing agreement or conditions, or bye-laws of a recognised stock exchange, fails to maintain the same, shall be liable to a penalty of one lakh rupees for each day during which such failure continues or one crore rupees, whichever is less. 

    *[Inserted by Securities Laws (Amendment) Act, 2004]

    *[23B. Penalty for failure by any person to enter into an agreement with clients.-If any person, who is required under this Act or any bye-laws of a recognised stock exchange made thereunder, to enter into an agreement with his client, fails to enter into such an agreement, he shall be liable to a penalty of one lakh rupees for each day during which such failure continues or one crore rupees, whichever is less for every such failure.

    *[Inserted by Securities Laws (Amendment) Act, 2004]

    *[23C. Penalty for failure to redress investors' grievances.-If any stock broker or sub-broker or a company whose securities are listed or proposed to be listed in a recognised stock exchange, after having been called upon by the Securities and Exchange Board of India or a recognised stock exchange in writing, to redress the grievances of the investors, fails to redress such grievances within the time stipulated by the Securities and Exchange Board of India or a recognised stock exchange, he or it shall be liable to a penalty of one lakh rupees for each day during which such failure continues or one crore rupees, whichever is less.

    *[Inserted by Securities Laws (Amendment) Act, 2004]

    *[23D. Penalty for failure to segregate securities or moneys of client or clients.-If any person, who is registered under section 12 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) as a stock broker or sub-broker, fails to segregate securities or moneys of the client or clients or uses the securities or moneys of a client or clients for self or for any other client, he shall be liable to a penalty not exceeding one crore rupees.

    *[Inserted by Securities Laws (Amendment) Act, 2004]

    *[23E. Penalty for failure to comply with listing conditions or delisting conditions or grounds.-If a company or any person managing collective investment scheme or mutual fund, fails to comply with the listing conditions or delisting conditions or grounds or commits a breach thereof, it or he shall be liable to a penalty not exceeding twenty-five crore rupees.

    *[Inserted by Securities Laws (Amendment) Act, 2004]

    *[23F. Penalty for excess dematerialisation or delivery of unlisted securities.-If any issuer dematerialises securities more than the issued securities of a company or delivers in the stock exchanges the securities which are not listed in the recognised stock exchange or delivers securities where no trading permission has been given by the recognised stock exchange, he shall be liable to a penalty not exceeding twenty-five crore rupees.

    *[Inserted by Securities Laws (Amendment) Act, 2004]

    *[23G. Penalty for failure to furnish periodical returns, etc.-If a recognised stock exchange fails or neglects to furnish periodical returns to the Securities and Exchange Board of India or fails or neglects to make or amend its rules or bye-laws as directed by the Securities and Exchange Board of India or fails to comply with directions issued by the Securities and Exchange Board of India, such recognised stock exchange shall be liable to a penalty which may extend to twenty-five crore rupees. 

    *[Inserted by Securities Laws (Amendment) Act, 2004]

    *[23H. Penalty for contravention where no separate penalty has been provided.-Whoever fails to comply with any provision of this Act, the rules or articles or bye-laws or the regulations of the recognised stock exchange or directions issued by the Securities and Exchange Board of India for which no separate penalty has been provided, shall be liable to a penalty which may extend to one crore rupees.

    *[Inserted by Securities Laws (Amendment) Act, 2004]

    *[23-I. Power to adjudicate.-(1) For the purpose of adjudging under sections 23A, 23B, 23C, 23D, 23E, 23F, 23G and 23H, the Securities and Exchange Board of India shall appoint any officer not below the rank of a Division Chief of the Securities and Exchange Board of India 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. 

    *[Inserted by Securities Laws (Amendment) Act, 2004]

    *[23J. Factors to be taken into account by adjudicating officer.-While adjudging the quantum of penalty under section 23-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.

    *[Inserted by Securities Laws (Amendment) Act, 2004]

    *[23K. Crediting realized by way of penalties to Consolidated Fund of India.-All sums realised by way of penalties under this Act shall be credited to the Consolidated Fund of India.

    *[Inserted by Securities Laws (Amendment) Act, 2004]

    *[23K. Crediting realized by way of penalties to Consolidated Fund of India.-All sums realised by way of penalties under this Act shall be credited to the Consolidated Fund of India.

    *[Inserted by Securities Laws (Amendment) Act, 2004]

    *[23M. Offences.-(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 or bye-laws made thereunder, for which no punishment is provided elsewhere in this Act, he shall be punishable with imprisonment for a term which may extend to 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 ten years, or with fine, which may extend to twenty-five crore rupees, or with both. 

    *[Inserted by Securities Laws (Amendment) Act, 2004]

    *[23N. Composition of certain offences.-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.

    *[Inserted by Securities Laws (Amendment) Act, 2004]

    *[23-O. Power to grant immunity.-(1) The Central Government may, on recommendation by the Securities and Exchange Board of India, 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 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 the recommendation of the Securities and Exchange Board of India 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 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."

    *[Inserted by Securities Laws (Amendment) Act, 2004]

    24. Offences by companies.- (1) Where an offence has been committed by a company, every person who, at the time when the offence was committed, was incharge 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 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 gross negligence on the part of any director, manager, secretary or other officer of the company, such director, manager, secretary or other officer of the company, shall also be deemed to be guilty of that offence and shall be liable to be proceeded against and punished accordingly.

    Explanation: For the purpose of this section,- 
    (a) "company" means any body corporate and includes a firm or other association of individuals, and

    (b) "director", in relation to -

    (i) a firm, means a partner in the firm; 

    (ii) any association of persons or a body of individuals, means any member controlling the affairs thereof. 47

    [(3) The provisions of this section shall be in addition to, and not in derogation of, the provisions of section 22A.

    *[25. Certain offences to be cognizable.- Notwithstanding anything contained in the *Code of Criminal Procedure, 1898 (5 of 1898), any offence punishable under section 23, shall be deemed to be a cognizable offence within the meaning of that Code.]

    *[Amended by Securities Laws (Amendment) Act, 2004]

    *now read as Code of Criminal Procedure, 1973

    *[26. Cognizance of offences by courts.- (1) No court shall take cognizance of any offence punishable under this Act or any rules or regulations or bye-laws made thereunder, save on a complaint made by the Central Government or State Government or the Securities and Exchange Board of India or a recognised stock exchange or by any person.

    (2) No court inferior to that of a Court of Session shall try any offence punishable under this Act.

    *[Substituted by Securities Laws (Amendment) Act, 2004]

    CHAPTER VI : MISCELLANEOUS

    *[31. Power of Securities and Exchange Board of India to make regulations.- (1) Without prejudice to the provisions contained in section 30 of the Securities and Exchange Board of India Act, 1992, the Securities and Exchange Board of India, may, by notification in the Official Gazette, make regulations consistent with the provisions of 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 manner, in which at least fifty-one per cent, of equity share capital of a recognised stock exchange is held within twelve months from the date of publication of the order under sub-section (7) of section 4B by the public other than the shareholders having trading rights under sub-section (8) of that section;

    (b) the eligibility criteria and other requirements under section 17A.]

    *[Sub-section (2) substituted by the Securities Contracts (Regulation) Amendment Act, 2007]

    (3) 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 regulation or both Houses agree that the regulation should not be made, the 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 modification or annulment shall be without prejudice to the validity of anything previously done under that regulation.".]

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