 "SEBI")
The Securities and Exchange Board of India (Sebi) has laid out its reform agenda for the ongoing financial year, proposing measures around digital assurance of financial statements, making e-voting more accessible, limiting risks in derivatives, a new pricing discovery mechanism for delisting, and greater disclosures for unlisted companies under a conglomerate.
In its annual report for financial 2022-23 released on Monday, the markets regulator outlined the steps taken and proposed the new ones in a bid to bring more transparency, improve disclosure standards, tighten enforcements, and provide greater investor protection.
In her address, Sebi Chairperson Madhabi Puri Buch pointed out serious governance lapses in listed companies, mostly in connection with related-party transactions (RPTs).
“In respect of RPTs, there can be significant misalignment of interest. It would not be in the interest of anyone if either investors become fearful of investing because of anxiety about governance or if the greed of conflicted parties were to manifest in the form of fraud on minority shareholders,” she said.
Buch added that the regulator hoped that better disclosures would lead to greater engagement with stakeholders and better governance practices.
Her comments follow concerns raised by certain industry players about over-regulation, particularly in relation to recent changes in Listing Obligations and Disclosure Requirement (LODR) norms and disclosure of agreements entered by shareholders, promoters, and related parties.
In response, Sebi has reached out to industry bodies to address implementation issues.
The market watchdog said it was proposing to facilitate voting through various channels such as websites and apps of the broker to encourage and provide ease of access to retail investors to participate in voting on motions moved by listed companies. Currently, eVoting on such proposals is facilitated through depositories.
The Sebi chief also urged investors to be cautious of potential fraud and risks involved in the market, specifically with speculative trading. In this direction, Sebi said it was working on a framework to limit the impact of price risk in the derivative segments through a price-band formulation for these scrips and derivative contracts.
It is further reviewing the eligibility criteria for introduction and continuation of stocks in the derivatives segment. The last review of the existing framework was done in 2018.
Sebi is also considering mandating digital assurances of financial statements of listed companies, which will help auditors rely on external information sources during the routine auditing. The Institute of Chartered Accountants of India (ICAI) had issued a technical guide for digital assurances earlier this year.
In its annual report, Sebi has also marked Rs. 73,000 crore of the Rs. 1.02 trillion outstanding recovery as “difficult to recover”. These are the dues which could not be recovered even after exhausting all the modes of recovery. Nearly 62 per cent of the total due amount pertains to collective investment schemes (CIS) cases such as PACL and Sahara.
Sebi also disclosed that during 2022-23, it deliberated on 65 agenda items in board meetings of which implementation of 40 decisions had been completed and the remaining were at various stages of execution. In the same period, the markets regulator floated 33 consultation papers.
Interestingly, Sebi has already set in motion or issued consultation papers on the changes it has envisaged in the annual report from ESG framework to corporate governance and overhaul in mutual fund expenses.
