(a)Asset Management Company
An asset management company (AMC) is a company that invests its clients’ pooled funds into securities that match declared financial objectives. Asset management companies provide investors with more diversification and investing options. AMCs manage mutual funds, hedge funds and pension plans, these companies earn income by charging service fees or commissions to their clients.
The sponsor or, if so authorised by the trust deed, the trustee, shall appoint an asset management company, which has been approved by the SEBI. The appointment of an asset management company can be terminated by majority of the trustees or by seventy-five per cent of the unit holders of the scheme. Any change in the appointment of the asset management company shall be subject to prior approval of the SEBI and the unitholders.
(b)Frequently Traded shares
Regulation 2(1)(j) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 defines that terms Frequently Traded Shares which means shares of a target company, in which the traded turnover on any stock exchange during the twelve (12) calendar months preceding the calendar month in which the public announcement is required to be made under these regulations, is at least ten percent of the total number of shares of such class of the target company.
However, where the share capital of a particular class of shares of the target company is not identical throughout such period, the weighted average number of total shares of such class of the target company shall represent the total number of shares.
(c)Trust Deed
Under the SEBI (Issue and Listing of Non-Convertible Securities) Regulation, 2021, trust deed means a deed executed between the issuer and the debenture trustee for the benefit of the holders of the debt securities. The Regulations requires that the issuer and the debenture trustee shall execute the trust deed within such timelines as may be specified by the SEBI. Where an issuer fails to execute the trust deed within the specified period, the issuer shall also pay interest of at least 2 percent per annum or such other rate, as specified by the SEBI to the holder of debt securities, over and above the agreed coupon rate, till the execution of the trust deed.
Every debenture trustee shall amongst other matters, accept the trust deeds which shall contain the matters as provided under Section 71 of the Companies Act, 2013 and Form No. SH.12 of the Companies (Share Capital and Debentures) Rules, 2014. Such trust deed shall consist of two parts:
a.Part A containing statutory/standard information pertaining to the debt issue.
b.Part B containing details specific to the particular debt issue
The trust deed shall not contain any clause which has the effect of:
•Limiting or extinguishing the obligations and liabilities of the debenture trustees or the issuer in relation to any rights or interests of the holders of the debt securities.
•Limiting or restricting or waiving the provisions of the Act, these regulations and circulars or guidelines issued by the SEBI.
•Indemnifying the debenture trustees or the issuer for loss or damage caused by their act of negligence or commission or omission.
The trust deed shall contain the issuer’s bank details from which it proposes to pay the interest and redemption amount of the debt securities and the issuer shall pre-authorise the debenture trustee at the time of executing the trust deed to allow the debenture trustee to seek information about interest payment and redemption payment from such bank.
The trust deed shall contain a provision, mandating the issuer to appoint the person nominated by the debenture trustee(s) in terms of the SEBI (Debenture Trustees) Regulations, 1993, as a director on its Board of Directors at the earliest and not later than one month from the date of receipt of nomination from the debenture trustee(s).
The trust deed shall also contain such other particulars as may be specified by SEBI.
(d)Code of Conduct of Mutual Fund
The Code of Conduct of Mutual Fund are as follow:
(i)The schemes should not be organized, operated and managed in the interest of sponsors or the directors of AMC or special class of unit holders;
(ii)It shall ensure the adequate dissemination of adequate, fair, accurate and timely information of all the stake holders;
(iii)The excessive concentration of business with the broking firm or associates should be avoided;
(iv)The scheme-wise segregation of bank accounts and securities accounts must be ensured;
(v)The investment should be made in accordance with the investment objectives stated on the offer documents;
(vi)It must not use any unethical means to sell, market or induce any investor to buy their schemes;
(vii)The high standards of integrity and fairness in all the dealings should be maintained by the trustees and AMCs;
(viii)The AMCs shall not make any exaggerated statements.
(e)Continual Disclosures under the SEBI (Prohibition of Insider Trading) Regulation, 2015
Under Regulation 7(2) of the SEBI (Prohibition of Insider Trading) Regulation, 2015:
(a)Every promoter, member of the promoter group, designated person and director of every company shall disclose to the company the number of such securities acquired or disposed of within two trading days of such transaction if the value of the securities traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of ten lakh rupees or such other value as may be specified.
(b)Every company shall notify the particulars of such trading to the stock exchange on which the securities are listed within two trading days of receipt of the disclosure or from becoming aware of such information.
Explanation. — It is clarified for the avoidance of doubts that the disclosure of the incremental transactions after any disclosure under this sub-regulation, shall be made when the transactions effected after the prior disclosure cross the threshold specified in clause (a) of sub-regulation (2).
The above disclosures shall be made in such form and such manner as may be specified by SEBI from time to time.
Source: ICSI Guideline Answers, December 2024, Q. 6 (Syllabus 2022).