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Transcending Horizons - Capital Market WayCapital markets are an important source of financing for the corporate sector and thus are vital for economic development. The Indian capital markets have evolved manifold in terms of size, reach, diversity of investors and product complexity. During the past few years, Indian capital market regulator SEBI has come up with several new / modified regulations and policy initiatives in order not only to strengthen the regulatory framework of the Indian Capital market and increasing the transparency in operations but also to align the role of capital market to the larger vision of the Government of India, international best practices and more importantly to the investing and funding needs of the aspiring India.

The Institute of Company Secretaries of India (ICSI) has been actively engaged in promoting the interest of investors and the orderly development of the capital markets in India. Its members have been authorised by SEBI, stock exchanges to issue various certificates and to undertake internal audit of various capital market intermediaries. The ICSI has also undertaken research studies and brought out publications on various aspects of the capital markets and securities laws.

Capital Market week is an annual event which was started in the year 2012 as part of its initiative towards educating and creating awareness among members and students on the latest trends on good governance in Capital Markets and allied areas, ICSI is observing Capital Markets Week during June 18-25, 2016. In depth discussions will be held on various topics in the form of Panel Discussions, Presentation and Interactive sessions held at various regional offices and chapters during this period.

Theme

Transcending Horizons-Capital Market Way

Sub Themes

• Reforms in Securities Market- Converging Securities Laws for better Governance.

• Start Up and Accelerate - Empowering India's MSMEs Sector through Institutional Trading Platform (ITP) & SME Exchange.

• Building Good Governance and Sustainability in Capital Markets Covering governance platform, environmental protection, social development, CSR, green bond.

• Start up Stand Up - Crowd funding, infrastructure and real estate building, public financing, PSU capitalism, municipal bond.

• Compliance Management under SEBI Listing Regulations, 2015- Reposing Investor's Confidence.

• Skill development through Financial Inclusion and Literacy (Including Human resource development).

• Reposing investor confidence- Covering measures giving opportunity to dissenting shareholders for exit.

• Company Secretary- Professional Facilitator in Capital Markets.

• Implementation of GST and its effect on Stock Markets

Reforms in Securities Market - Converging Securities Laws for Better Governance

In the era of internationalisation, Indian financial markets are closely interlinked with global markets. Hence a regulatory framework wherein an alignment between the securities laws (as corporate access capital markets for raising financial resources) and corporate laws (which broadly focuses upon corporate governance) is the need of the hour. In India, the convergence move have been started by harmonizing components of some sections of Companies Act, 2013 with the further amendment to the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulations) Act, 1956 and the Depositories Act, 1996. Further, the SEBI-FMC merger has came out as a economic advantage which provides fungibility to the exchanges and intermediaries to penetrate into each other's market segments. This fungibility is expected to improve the overall quality of institutions and intermediaries, promote competition, increase returns at low incremental costs, provide greater choice in investments to investors, and enhance liquidity in the markets. Moreover, convergence of various laws will help in removing ambiguities and facilitate speedy redressal of issues.

Further, as part of integration of international markets from compliances and disclosures perspective, SEBI has also issued guidelines for convergence of existing accounting disclosures towards IND-AS and disclosures for reporting of foreign assets under Foreign Account Tax Compliance Act (generally referred to as FATCA).

In this context, this sub-theme has been devised to deliberate on the various recent reforms and initiatives taken by SEBI in this direction and how harmonization of various laws will minimize the incidents of corporate frauds, and protect the interest of Investors with greater transparency in business operations.

Start Up and Accelerate - Empowering India's MSMEs Sector through Institutional Trading Platform (ITP) & SME Exchange

Entrepreneurs play an important role in the economic development of a country. Successful entrepreneurs innovate, bring new products and concepts to the market, improve market efficiency, build wealth, create jobs, and enhance economic growth. There are several entrepreneurs, who have good business models with innovative and technologically robust

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ideas, but do not have adequate avenues and visibility to raise funds for extending their businesses. SEBI has attempted to bridge this gap by introducing Small and Medium Enterprises platform (SME Platform) for facilitating capital raising by small scale businesses and the Institutional Trading Platform (ITP). SEBI has further simplified the framework for capital raising on Institutional Trading Platform by technology based start-ups and other companies in selected sectors namely, IT, intellectual property, data analytics, bio-technology, nano-technology, making the existing ITP more amenable for accommodating a larger number of growing companies.

This sub-theme aims to give practical insights to participants on how best the SME platform and SME-ITP of Stock exchanges would help the start ups to create wealth creation as well as job creation which would ultimately help to build the growth of Indian Economy ensuring the same to be balanced with investor protection.

Building Good Governance and, Sustainability in Capital Markets Covering governance platform, environmental protection, social development, CSR, green bondGood corporate governance standards are essential for the integrity of corporations, financial institutions and markets and have a bearing on the growth and stability of the economy. Any code of Corporate Governance must be dynamic, evolving and should change with changing context and times. Recent policy initiatives by SEBI in the vein of periodic disclosures of pledged shares, voting rights and agreements with the media companies have come a long way in further strengthening the investor confidence in the market. In India, SEBI has introduced the Business Responsibility Reporting as an initiative towards building sustainable capital market. BRR is applicable to top 500 companies according to their market capitalization. MCA had issued 'National Voluntary Guidelines on Social, Environmental and Economical Responsibilities of Business' which encourages reporting on environment, social and governance issues.

The social sector is forever looking for new ways to raise capital to address social inequalities. One way to do this is to adopt an impact investing approach and create social impact bonds that can provide the much-needed capital. These bonds raise money from private investors for social enterprises and charities and, in turn, produce savings for the government and measurable social benefits. Initially driven by issuers, in particular multilateral development banks (MDBs), the Green Bond market has now reached a new level of maturity where investors and policy-makers have a key role to play investors by driving further improvements in quality and accountability of green bond issuance via scrutiny and active engagement, and policy-makers by adopting policies acknowledging the value of green bonds and further promoting this market segment.

This sub-theme has been structured to provide an insight on how government and market regulator play the role of a catalyst in growth of the capital market through a sustainable means.

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Start up Stand Up - Crowd funding, infrastructure and real estate building, public financing, PSU capitalism, municipal bond

A well planned Infrastructure is the economic engine which drives a nation towards sustainable prosperity. It is the foundation on which we create the thriving new cities of modern India. New initiatives will have to be put in place to address urban issues of transportation, water management and sanitation. Infrastructure is the cornerstone of development of any country and is a major sector that propels overall development of the economy. SEBI in the recent past included the introduction / conceptualization of new and innovative products like Infrastructure Development Funds (IDFs), Real Estate Investment Trusts (ReITs) and Infrastructure Investment Trusts (InvITs). SEBI has also been actively looking into the development and more penetration of the corporate bonds market with a view, inter alia, to finance infrastructure projects. SEBI has also simplified the procedure for public issue of bonds which has facilitated bond offerings of several infrastructure companies. Further, various long term employee benefit schemes like EPF, Pension Funds, etc have also been allowed to invest part of their investments in capital markets for greater institutional participation and long term value creation for the beneficiaries of such funds.

With the dawn of Start ups and to meet their fund requirements, various new initiatives have been taken by the Government of India including a fund of funds with corpus of Rs. 10,000 cr. under the Start up India Plan. This has also given birth to the new investment culture in India in the form of Angel Investing and Startup investments. The said funding has now also been moved on to digital platforms, commonly known as crowd funding, with new innovative ideas resulting in narrowing the gap between the investors and the investees.

This sub-theme will cover in detail the various measures available for financing infrastructure and real estate projects through bonds, crowd funding platforms etc. towards building a sustainable capital markets.

Compliance Management under SEBI Listing Regulations, 2015- Reposing Investor's Confidence

SEBI is the regulatory body for capital market in India. The preamble for establishment of SEBI provides SEBI with the powers to protect the interests of investors in securities market; to promote the development of securities market, to regulate the securities market and for matters connected thereto. Moreover SEBI has powers to control the speculation activities, unfair trade practices, insider trading, takeovers and other substantial share acquisitions. SEBI has sought to balance the two objectives by constantly reviewing and reappraising its existing policies and programmes, formulating new policies and crafting new regulations in areas hitherto unregulated, and implementing them to ensure growth of the market. In this direction, SEBI has notified the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) on September 2, 2015. The new regulations retain

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stricter standards than the Companies Act, 2013 in order to promote governance of and disclosures by listed entities and to protect investor interests.

In this context, this sub-theme has been devised to deliberate upon the various compliance requirements and timely submission of reporting of compliances under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Skill development through Financial Inclusion and Literacy (Including human resource development)

India needs skilled population to be able to unleash the economic potential of its young population and reap the benefits of it demographic dividends. Therefore, skill development has been an area of priority for the government. That means it will also need to build necessary capacity in terms of skilled professionals to be able to meet and sustain the expected outcomes. One of the most visible aspects of the governance has been agenda of social inclusion of which financial inclusion is an integral part. Financial literacy, and education, plays a crucial role in financial inclusion, inclusive growth and sustainable prosperity. Financial literacy is a prerequisite for effective financial inclusion, which will ensure that financial services reach the under banked sections of the society, leading to consumer protection through self-regulation. In India, the need for financial literacy is even greater considering the low levels of literacy and financial capabilities, and the large section of the financially excluded population. Financial inclusion is an explicit strategy for accelerated economic growth and is considered to be critical for achieving inclusive growth in the country. The governments, regulators, and self-regulatory organisations are strengthening the hands of investors through investor education and financial literacy programmes and to seek effective redressal before the appropriate forum. Therefore, there is need for better surveillance and transparent and effective Governance norms for companies and added focus on investor awareness and education. Various regulators such as SEBI, RBI, PFRDA etc have taken a number of initiatives towards financial literacy in India.

In this context, this sub-theme has been structured around identifying the initiatives required to further intensify the process of financial inclusion towards spreading financial literacy among investors and public at large , towards building a 'Skill India'.

Reposing investor confidence - Covering measures giving opportunity to dissenting shareholders for exit

The investors are the backbone of the financial markets. They spare their resources for investment directly through the securities market or indirectly through intermediaries like banks and insurance companies. However, they occasionally have difficulty in getting back their resources or return on such resources. SEBI as an organization is mandated to protect the interest of investors as well as the regulation and development of securities markets and believes that an educated investor is a protected investor. A number of steps have been taken

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by SEBI in this regard, notably, preparation of educative materials, SEBI Complaints Redressal System (SCORES), Toll Free helpline, various regional and local seminars etc. and the latest move toward this is giving exit opportunity to dissenting shareholders cases like change of objects for which fund raised or in case of reverse merger. Further, the World Bank had on October 29, 2014 released a report titled "Doing Business 2015 Going Beyond Efficiency" wherein India has been ranked seven from the top in respect of minority investor protection.

This sub-theme dwells on the various measures of Investor protection especially emphasizing on the exit opportunity given to dissenting shareholders.

Company Secretary - Professional Facilitator in Capital Markets

Company Secretaries, over a period of time, have developed themselves as professionals having core competence in compliances and corporate governance, moving from their traditional role of Company Secretary of the Company. They are now popularly known as governance professionals and are more frequently called upon to guide the Corporate Boards on various strategic, governance and compliance issues. Under various securities laws such as Securities Contracts (Regulation) Act, 1956, Depositories Act, 1996, Regulations and Guidelines issued by SEBI under the SEBI Act, 1992 and SEBI Listing Regulations, Company Secretaries have been authorised to verify compliances and to issue certificates.

In this context, this sub-theme has been devised to deliberate upon the role and duties of the Company Secretaries and the diligence to be exercised while complying with the Capital Market regulation.

Implementation of GST and its effect on Stock Markets

Goods and Services Tax (GST) aims to simplify the current indirect tax regime by bringing all central and state levies (like excise duty, sales tax, octroi, VAT and other countervailing duties) under one single head.

Proposed implementation of GST is considered as major tax policy reform in India as it aims towards economic integration of India by simplifying the indirect tax procedures and making India a single unified nationwide market. It is expected to make tax collection a much simpler process, incentivise greater consumption, reduce economic distortions, widen the tax base and eliminate cascading effect of taxes. Elimination of cascading effect of taxes will lead to cost optimisation at each level of value chain and competitive advantage which could enhance Indian GDP and the growth prospects in long run.

GST could prove to be a game changer and sentiment booster for the local and foreign investors which in turn would take Indian stock markets to new heights. Implementation of a comprehensive GST in India is expected to lead to efficient allocation of factors of production thus leading to gains in GDP and exports. This would translate into enhanced economic welfare and returns to the factors of production, viz. land, labour and capital.

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This sub-theme will focus on how GST the reasons for implementation of GST, issues and challenges and the affect of GST on Indian securities market and how in turn it would take the Indian stock market to new heights.

MEGA PROGRAMMES

Four PCH for Members & Eight PDP for students

The ICSI - Capital Markets Interface

• Undertakes research in corporate and securities laws

• Views/suggestions on new laws/regulations proposed by capital markets regulator

• Capacity Building Programmes on new developments in Capital markets and Securities Laws

• Secretarial Standards and Guidance Notes thereon

• Professional Development Programmes in Capital Markets related areas

• Investor Awareness Programmes

Services being rendered by Company SecretariesA list of the services provided by Company Secretaries (both in employment and in practice) in Capital Markets is given below:

Corporate Laws Advisory Services

Advising companies on Compliance of legal and procedural aspects, particularly under-

• SEBI Act, 1992

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• Securities Contracts (Regulation) Act, 1956 and Rules made there under

• SEBI Regulations and Guidelines.

Representation Services

Representing on behalf of a company and other persons before -

• Securities Appellate Tribunal.

Public Issue, Listing and Securities Management

• Advisor/consultant in issue of shares and other securities in India and abroad

• Drafting of prospectus/offer for sale/ letter of offer/other documents related to issue of securities and obtaining approvals in association with lead managers

• Listing / delisting of securities

• Private placement of securities

• Buy-back of shares

• Advising on the corporate structures and assisting in corporate re-structuring, including M&A

• Raising of funds from international markets-ADR/GDR/ECB/FCCB/IDRs

• Acting as Compliance Officer under SEBI Listing Regulations

• Compliance officer for various capital market intermediaries.

Takeover Code and Insider Trading

• Compliance of the Takeover Regulations, 2011

• Compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015.

Internal Audit and Certification Services

Compliance with rules and regulations in securities market particularly -

• Internal Audit of Depository Participants

• Internal Audit of Stock Brokers/Trading Members/Clearing Members

• Internal Audit of Portfolio Managers

• Internal Audit of Credit Rating Agencies

• Yearly Audit of Investment Advisers

• Yearly Audit of Research Analysts

• Concurrent Audit in case of Demat Account Opening, Control, Verification of Delivery Instruction Slips

• Certification in relation to Reconciliation of total issued capital, listed capital and Capital held by depositories in dematerialized form

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• Certification in case of offer / allotment of securities to 49 and up to 200 investors that the refund procedure as prescribed by SEBI are duly complied with

• Certification that all transfers have been completed within stipulated time under Regulations 40 (9) of SEBI Listing Regulations

• Certification regarding compliance of conditions of Corporate Governance under Schedule V, Clause E of SEBI Listing Regulations

• Certification regarding maintenance of 100% asset cover in respect of listed on convertible debt securities under SEBI listing Regulations

• Certificate of Compliance for Listing on BSE SME Platform through IPO

• Various certifications for trading members of Stock Exchanges.

Capacity Building

The Institute has been taking initiatives towards capacity building of its members in the area of Corporate Governance and compliances in capital markets and securities laws. Major capacity building initiatives include-

• Professional Development and Continuing Education Programmes

• Regular updation of Course Curriculum

• MOU with Stock Exchanges

• MOU with National Institute of Securities Markets (NISM), Indian Institute of Banking & Finance (IIBF) and Insurance Institute of India (III)

• Publications on practical aspects of Capital Markets

• Research Centre ICSI - CCGRT at Navi Mumbai

• Training Programmes/Seminars/Conferences in Capital Markets related matters in collaboration with Stock Exchanges.

Memorandum of Understanding

The Institute has MOU with Chartered Institute for Securities and Investment (CISI), London, which provides opportunities to Company Secretaries to enhance their career progression in various specialised areas like —

• Capital markets

• Commodity markets

• Fund management

• Wealth management

• Investment banking.

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ICSI Publications on Capital Market & Securities Laws

The Institute regularly publishes Research Publications, Guidance Notes and Referencers related to Capital Markets and Securities Laws to build the capacities of its members. The list of major publications is as under:

• Internal Audit of Stock Brokers

• Corporate Governance Beyond Letters

• Segment wise Role of Company Secretaries

• Secretarial Standards on Meetings of the Board of Directors

• Secretarial Standards on Meetings of General Meetings

• Guidance Note on Corporate Governance Compliance Certificate

• Delisting of Equity Shares

• SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 - A Referencer

• Internal and Concurrent Audit of Depository Participants

• Handbook on Internal Audit of Operations of Depository Participants

• Board Committees-A Hand Book

• Independent Directors-A Hand Book

• Corporate Social Responsibility-A Hand Book

• Related party transactions

• SEBI (Prohibition of Insider Trading) Regulations, 2015-A Hand Book

• Capital, Money and Commodity Market- Terms One Should Know

• Referencer on Reconciliation of Share Capital Audit

• Basics of Mutual Fund Investment.

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Mission

To develop high calibre professionals facilitating good corporate governance

VisionTo be global leader in promoting good corporate governance