SEBI’s Role in Corporate Regulation and Investor Protection in India

The Securities and Exchange Board of India (SEBI) plays a pivotal role in regulating corporate behavior and safeguarding investor interests in India’s capital markets. Since its establishment as a statutory body in 1992, SEBI has evolved into a powerful regulator responsible for ensuring transparency, curbing malpractices, and promoting fair trade practices in the securities market. This article, by the Poddar Group of Institutions, a leading MBA college in Jaipur, examines SEBI’s regulatory framework, key functions, enforcement mechanisms, and its proactive role in enhancing corporate governance and investor protection.

Investor confidence is a cornerstone of a robust and efficient capital market. In India, the primary regulator responsible for maintaining this trust is the Securities and Exchange Board of India (SEBI). Our PGDM course in Jaipur will help you learn more about institutions like SEBI and its role. SEBI was established under the SEBI Act, 1992, with a dual mandate: to protect investor interests and to regulate and develop the securities market. Over the years, SEBI has significantly shaped India’s financial ecosystem by framing rules, enforcing compliance, and introducing progressive reforms to enhance corporate accountability.

Objectives and Powers of SEBI

Under Section 11 of the SEBI Act, 1992, SEBI is entrusted with three primary objectives:

• Protection of investors in securities markets,
• Promotion and regulation of the securities market,
• Prevention of fraudulent and unfair trade practices.

SEBI is empowered to:

• Regulate stock exchanges and intermediaries,
• Register and monitor mutual funds, portfolio managers, and merchant bankers,
• Inspect the books of accounts of the listed companies,
• Pass orders including penalties, suspension, and disgorgement of profits.

SEBI’s Role in Corporate Regulation

Let us now understand SEBI's role in corporate regulation. At Poddar Business School, students of the MBA course in Jaipur learn about the multifaceted role of SEBI to enhance their understanding.

1. Corporate Governance Norms

SEBI has introduced mandatory corporate governance requirements through the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR):

• Independent directors on boards,
• Mandatory audit committees,
• Disclosure of related party transactions,
• Timely and accurate disclosure of financial and material information.

2. Regulation of IPOs and Capital Raising

SEBI governs Initial Public Offerings (IPOs) and further issues of capital through:

• SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, which prescribe detailed disclosure norms,
• Ensuring accurate prospectuses and protection against misleading advertisements.

3. Mergers and Takeovers

SEBI monitors mergers, acquisitions, and takeovers through the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SAST):

• Protects minority shareholders during control transfers,
• Mandates open offers to shareholders at a fair price.

4. Insider Trading Regulations

To curb market abuse, SEBI enforces the SEBI (Prohibition of Insider Trading) Regulations, 2015:

• Prohibits trading based on unpublished price-sensitive information (UPSI),
• Requires maintenance of structured digital databases,
• Prescribes codes of conduct for listed companies.

SEBI’s Role in Investor Protection

SEBI plays an important role in investor protection as well. Let us discuss essential aspects of the role of SEBI in investor protection.

1. Investor Awareness and Education

SEBI conducts nationwide Investor Awareness Programs (IAPs) and publishes guides in regional languages to educate retail investors.

2. SCORES Platform

SEBI’s SCORES (SEBI Complaints Redress System) allows investors to:

• File complaints online,
• Track grievance redressal,
• Escalate unresolved issues by the listed companies or intermediaries.

3. Compensation and Refunds

SEBI has ordered companies to refund ill-gotten gains to investors in fraud cases (e.g., Sahara Case, PACL Ltd.) and facilitated refunds using disgorged funds.

Enforcement Mechanisms and Recent Initiatives

Here are some of the enforcement mechanisms and recent initiatives that management students must learn about:

1. Penalties and Adjudication

The MBA/PGDM colleges in Jaipur and India ensure that students learn that SEBI can impose monetary penalties, suspend trading licenses, debar companies and directors from accessing capital markets, and initiate prosecution.

2. Whistleblower Protection and Reward Mechanism

Under SEBI’s Informant Mechanism (2019), whistleblowers exposing insider trading or corporate fraud can receive monetary rewards.

3. ESG and Sustainability

SEBI has introduced Business Responsibility and Sustainability Reporting (BRSR) for the top 1000 listed companies, reinforcing ethical and sustainable practices.

Challenges Faced by SEBI

SEBI tackles several issues regularly while functioning as the regulatory body for the securities market. Here are some of the key challenges:

• Delay in adjudication and enforcement proceedings,
• Tackling high-frequency algorithmic trading and market manipulation,
• Balancing investor protection with ease of doing business,
• Coordinating with other regulators like RBI and MCA.

Conclusion

At Poddar Business School, the best management college in Jaipur, students learn how SEBI has played a transformative role in building a transparent, fair, and investor-friendly securities market in India. Its evolving regulatory architecture has improved corporate accountability and safeguarded investor rights. However, as the capital markets continue to evolve, SEBI must remain agile, enhance its technological capabilities, and promote faster enforcement to respond to emerging challenges in corporate regulation effectively.