SCHEDULE - II - GUIDELINES FOR ARRIVING AT SETTLEMENT TERMS - Securities and Exchange Board of India (Settlement of Administrative and Civil Proceedings) Regulations, 2014

SCHEDULE-II (See regulation 8) GUIDELINES FOR ARRIVING AT SETTLEMENT TERMS CHAPTER I 1. The settlement amount (SA) shall comprise of the Indicative Amount (IA) arrived at in terms of these guidelines and the factors provided in regulation 9, wherever applicable. 2. Except for persons treated as name lenders, the IA shall not be less than Rs. 2 lakh for first time applicants or Rs. 5 lakh for others, as the case may be. Explanation.-A first time applicant is a person who has never obtained a settlement order from the Board as on the date of the present application. 3. Based on the stage at which the proceeding(s), for which the application is made, is/are pending, the proceeding conversion factor (PCF) shall be applied when calculating the IA. 4. In cases, where an existing business or activity of a person is either corporatized or converted into an LLP or partnership or merged or taken over by a new management, the existing record of the erstwhile entity shall be deemed to be the record of the new entity. Considerations such as change of name or management or ownership shall be irrelevant when determining the liability of the said entity. 5. Where an entity desires to obtain the benefit of a lower PCF, in relation to any alleged default it may, suo motto, before the receipt of any notice to show cause, intimate the Board of such default hereinafter referred to as intimation defaults and co-operate with SEBI in the investigation, inquiry, inspection or audit. It may thereafter file a settlement application, upon completion of the investigation, inspection, etc. The application shall be deemed to have been made Pre- issue of notice to show cause for the purpose of calculating the PCF. [6. The IA is to be calculated for each applicant. In a case where multiple applicants apply in respect of a default arising from the same cause of action, the IA will be calculated for each applicant, as per the applicable formula except in the following cases where the applicants may be considered to have joint and several liability,- (a) the acquirer and persons acting in concert (PAC) under the Takeover Regulations; (b) in case of directors, where by reason of commission or omission they have only acted collectively for an act of the company; (c) any other group of persons, based on the facts and circumstances of each case, which the IC/HPAC may so recommend.] 1 7. While considering the application, the alleged default(s) detailed in the Inspection Report or the Investigation Report or the Report of the Designated Authority (DA) or the notice to show cause, including any supplementary notice to show cause issued by any authority in a pending proceeding, or the facts/findings detailed in the order of the Designated Member (DM) or the Whole Time Member (WTM) or the Adjudicating Officer (AO) or the Securities Appellate Tribunal (SAT), as applicable, may be the basis for calculating the IA. In case, the Internal Committee (IC) or the High Powered Advisory Committee (HPAC)or the Panel of Whole Time Members (WTMs) are of the view that the facts disclose a different default, the same may be taken into account. 8. The alleged defaults shall, wherever applicable, be categorised based on the facts and circumstances as major, minor, serious or miscellaneous, etc., by the IC or HPAC or the Panel of WTMs. 9. Notwithstanding anything contained in these guidelines, the IC or HPAC or Panel of WTMs shall have the discretion to recommend acceptance or rejection or accept or reject an application, to recommend a amount, lower or higher than the amounts arrived at in terms of these guidelines, in accordance with the provisions of securities laws, considering the facts and circumstances of the case and the gravity of the charges. 10. In cases where the formulae for calculating the IA are inapplicable or cannot be adapted due to the nature of the default or the facts and circumstances of the case or where the defaults detailed in the Tables in these guidelines are not covered, the IC or HPAC or Panel of WTMs may arrive at the SA, as they deem fit. 2 [11. It is hereby clarified that- (a) the purpose of sub-clause (b) of clause (2) of regulation 5 is not to prohibit the settlements in respect of all kinds of fraudulent and unfair trade practices. (b) clause (b) of sub-regulation (2) of regulation 5 disqualifies only the defaults which are 'serious' and - (i) have market wide impact, or (ii) cause substantial losses to investors in securities, or (iii) affect the rights of investors in securities, especially retail investors and small shareholders. (c) Thus, in order to fall in disqualification of clause (b), the default must be serious and it must fall in any or all of the categories mentioned in points (i), (ii) and (iii) above. Notwithstanding the same, where both these criteria are attracted, the application may be considered for settlement, if the applicant has made or intends to make good the losses to the investors in terms of the first proviso to clause (b), provided he undertakes in writing that,- 'for the limited purpose of settling the administrative and civil proceedings I/We admit the charge before the Securities and Exchange Board of India.' (d) While considering its 'seriousness', the default shall be seen in the context of its specific nature and the role played by the applicant. The charges against the applicant in the show cause notice or the investigation report or the report of the designated authority, as the case may be, may not be the only deciding factor in this regard. The weight and sufficiency of the evidence and the basis of the charge levelled against the applicant or the extent of his co-operation during the investigation /inquiry / inspection, etc., if any may also be taken into account. (e) Further, the fact that the case has been referred to the Serious Frauds Investigation Office by the Central Government or the fraudulent and unfair trade practices, directly or indirectly, pose a systemic risk to the functions of any banking or micro-finance institution or a systemically important non-banking financial company or stock exchange or clearing corporation or a depository shall be relevant factors for considering the 'seriousness' of the default. (f) Market wide impact: shall mean the defaults which have a bearing on the securities market as a whole and not just the listed security and its investors which is under investigation/inquiry/inspection, etc. (g) The defaults which affect the right of investors: shall refer to the qualitative and quantitative impact on the rights of investors, including the number of complaints received, especially from retail investors and small shareholders. A qualitative impact refers to an indirect impact on the rights of investors, such as reduction in rating of a scrip as a result of the fraudulent and unfair trade practices or an increase in promoter holdings through a fraudulent private placement to related parties in default of minimum public shareholding norms, etc. A quantitative impact refers to the quantifiable losses to investors, to the extent determinable.] [**] 3 4 { 5 [ 6 (12.)]} In case of an amendment(s) or repeal of the securities laws, these guidelines shall continue to apply to similar provisions under the amended or new laws, mutatis mutandis. CHAPTER II INDICATIVE AMOUNT AND THE SETTLEMENT AMOUNT Indicative amount (IA) shall be calculated as follows: IA= A B + Legal Costs# #Legal costs as incurred by the Board shall be applicable to a application made at the stages mentioned in points d and e as provided in Table I. A = PCF + RAF A : Multiplying Factor PCF : Proceeding Conversion Factor RAF : Regulatory Action Factor Where PCF - The value assigned on the basis of the stage of the proceedings, as on the date of the application; and RAF - Values for prior orders and regulatory directions issued to the applicant. B - Benchmark Amount, is the amount which is attributable to the alleged default for which a proceeding under securities laws may be or has been initiated by the Board; it is determined separately for each category of default and in case of multiple defaults, the total sum thereof, determined in terms of these guidelines; [1. (a) Where the AO has already awarded penalty to the applicant, then B shall be equal to the amount calculated by these guidelines or the penalty awarded by the AO, whichever is higher; (b) In case more than one proceeding arising from the same cause of action has been initiated against the applicant, the IA shall be increased by 15%; (c) In cases where the WTM or DM has issued directions debarring or suspending the applicant, the RAF shall take into account the value of Y as per Table III.] 7 2. The amount which is finally recommended by the HPAC after taking into account the IA, any mitigating or aggravating factors etc; and approved by the Panel of Whole Time Members is the SA. 3. After payment of the SA, the settlement order along with other directives, if any, shall be passed accordingly. CHAPTER III PROCEEDING CONVERSION FACTOR The values assigned on the basis of the stage of the proceedings, as on the date of the application, shall be the PCF as per Table I [TABLE I-PCF STAGE OF THE PROCEEDING(S) WHEN THE APPLICATION IS MADE VALUE OF PCF a. Voluntary or suo-moto intimation matters * 0.65 b. Pre- issue of the notice to show cause (including applications filed on or before 15th calendar day from the receipt of the settlement notice) 0.75 c. Post-issue of the first notice to show cause pertaining to any pending proceeding in the same cause of action (including applications filed after 15th calendar day from the receipt of the settlement notice) 0.85 d. Proceeding pending after the submission of the report by the DA 0.9 e. Proceedings pending after passing of the order by the AO or DM or WTM, as the case may be 1.10 f. Proceedings pending after the passing of the order by the SAT or High Court 1.20 *Cases relating to fraudulent and unfair trade practices may be considered taking into account the evidence, information and assistance provided during the course of investigation, otherwise b. will apply.] 8 Provided that where multiple proceedings arising out of the same cause of action are sought to be settled, the value of the proceeding which is at the most advanced stage, irrespective of the stage of progress of the other proceedings, shall be taken as the PCF. CHAPTER IV VALUE FOR ALL ORDERS AND REGULATORY DIRECTIONS The sum of all the values assigned to the orders and regulatory direction(s) issued in the past, if any, shall be RAF . RAF = X + Y TABLE II -VALUE FOR ORDERS AND REGULATORY DIRECTIONS ISSUED X* * To also include those orders and directions which have been stayed by the SAT or Court, as on the date of the application. In case multiple proceedings have been initiated for the same cause of action, the value shall be added for each order passed. ORDERS AND REGULATORY DIRECTIONS ISSUED TO THE APPLICANT X PER ORDER Exonerated cases i.e. cases where applicant was exonerated in an order or appeal or review 0 Settlement Order 0.01 ALL OTHER ORDERS (EXCEPT FOR WHICH THE APPLICATION IS FILED) Cease and desist order 0.02 Order of AO or WTM issued against other market participants 0.05 Order of AO, DM or WTM issued against intermediaries or listed companies 0.075 TABLE III- VALUE FOR ORDER OR DIRECTION PASSED OR ISSUED FOR WHICH THE APPLICATION IS FILED - Y PROCEEDING BEFORE DM PROCEEDING BEFORE WTM Y PER ORDER Warning issued 0.05 Suspension upto 1 week Debarment upto 6 calendar months 0.1 Suspension for 1 week or more, but less than 1 month Debarment for 6 calendar months or more, but less than 1 year 0.15 Suspension for 1 month or more but less than 3 months Debarment for 1 year or more but less than 2 years 0.2 Suspension for 3 months or more but less than 1 year Debarment for 2 years or more but less than 3 years 0.25 Suspension for or more than 1 year Debarment for 3 years or more but less than 5 years 0.3 CHAPTER V BENCHMARK AMOUNT FOR FUTP DEFAULTS The Benchmark Amount for defaults related to FUTP i.e. B (FUTP), may be computed as detailed in this Chapter. However, the IC or HPAC or Panel of WTM s may, in cases of serious FUTP default, take the Benchmark Amount of the applicant as per the provisions of the securities laws if the amounts arrived at on the basis of the calculations are found to be low and not commensurate to the seriousness of the alleged default. Notwithstanding the above, SEBI shall not settle serious fraudulent and unfair trade practices which, in its opinion, cause substantial losses to investors especially retail investors and small shareholders or have or may have market wide impact, except those defaults where the applicant has made or intends to make good the losses due to the investors to the satisfaction of SEBI. B(FUTP) = SUM OF BASE VALUES AS PER TABLE IV APPLICABLE AMOUNT TABLE IV - BASE VALUES NATURE OF DEFAULT BASE VALUE a. FUTP or violation of code of conduct noted in an investigation related to FUTP 1.35 Or FUTP in combination with the violation of code of conduct or any other regulation under SEBI (PIT) Regulations or SEBI (SAST) Regulations 1.37 Or FUTP in combination with a violation of SEBI Master Circular on AML, etc. 1.4 b. Factors for volume traded and/or price change for the default Sum of V , P and Q , wherever applicable, to be applied only if the volume traded or price change, quantity traded in respect of the group, of which the applicant is a part of or of the applicant when he acts alone, as the case may be, can be calculated from findings brought out in the investigation report or notice to show cause or order, as the case may be. In case multiple trading periods are involved the highest change has to be considered. c. Time value of ill-gotten gains* 0.09 no. of calendar years from the date of commission of the default d. Reputation risk applicable in all cases All applicants - 0.25 *Factor c is applicable only in cases where the actual profit and/or loss avoided (approx) is determinable. While calculating the period, the fractions may be ignored. V = VALUE FOR THE HIGHEST % OF VOLUME TRADED IN ANY TRADING PERIOD DURING THE ENTIRE PERIOD OF DEFAULT In case of more than one scrip, the scrip with the highest volume traded is to be considered % VOLUME TRADED (ILLIQUID SCRIP) V % VOLUME TRADED (LIQUID SCRIP) Upto 50% 0.05 Upto 2% 50 -60% 0.07 2-5% 60-75%# 0.1 5-10%# 75% or more# 0.15 10% or more #Where the volume traded, during any trading period falls within this class, the IC or HPAC or Panel of WTM s shall consider whether the default may be settled. P = VALUE FOR HIGHEST % OF PRICE CHANGE IN ANY TRADING PERIOD DURING THE ENTIRE PERIOD OF DEFAULT In case of more than one scrip, the scrip with the highest price change is to be considered # % PRICE CHANGE (ILLIQUID SCRIP) P % PRICE CHANGE (LIQUID SCRIP) Upto 50% 0.05 Upto 5% 50-100%# 0.07 5-10%# 100-200%# 0.1 10-20%# 200% or more# 0.15 20% or more# #Where the price change during any trading period falls within this class, the IC or HPAC or Panel of WTM s shall consider whether the default may be settled. Q = VALUE FOR HIGHEST % OF PRICE CHANGE IN ANY TRADING PERIOD, DURING THE PERIOD OF DEFAULT FOR F O LEVERAGED PRODUCTS In case of more than one product, the contract with the highest price change is to be considered % PRICE CHANGE Q Upto 0.5% 0.05 0.5-1% 0.07 1-5%# 0.1 5% or more# 0.15 #Where the price change during any trading period falls within this class, the IC or HPAC or Panel of WTM s shall consider whether the default may be settled. II - APPLICABLE AMOUNT THE APPLICABLE AMOUNT FOR AN APPLICANT =The profit made and/or loss avoided* of each applicant Or The Base Amount as per Table V, whichever is higher. *IN CHAPTER V TO VII, PROFIT MADE AND/OR LOSS AVOIDED, MAY BE CALCULATED AFTER TAKING INTO ACCOUNT THE FOLLOWING: 1. In cases, where the profit made and losses avoided both co-exist, the sum thereof shall be taken into consideration for arriving at the total ill-gotten profit made by the applicant. 2. In cases of issue of fraudulent securities, fraudulent purchase of securities, including where funding is though circuitous route, etc., the profit made and/or loss avoided, shall be calculated after taking into account the market value of the securities on the date of purchase, allotment, issue, etc; whichever is relevant, in addition to the profit earned from subsequent sale thereof, if any. 3. In cases involving the siphoning of funds or cornering of securities in an issue, the applicant s profit made and/or loss avoided shall take into account the net proceeds or the value of the securities or the share thereof received by the applicant. 4. In cases involving an intermediary, the profit made and/or loss avoided shall take into account the gross fees earned by the applicant in respect of the default, by whatever name called and any proprietary trades, if any. 5. In cases where the purpose of the FUTP is to maintain the price, the profit made and/or loss avoided shall take into account any means by which the applicant has benefited including the value of any pledge, margin requirements, loans against securities, hedge, options, hybrids, futures, issue of securities, etc., in the scrip in which the applicant was interested. 6. In cases where trades have been executed after the dissemination of false information, the profit and/or loss avoided shall take into consideration the difference between the purchase or sale price of the security and the value of that security as measured by the trading price of the security after a reasonable period from public dissemination of the true information. TABLE V- BASE AMOUNT AND PARAMETERS (WHEREVER APPLICABLE) RELATING TO FUTP INCLUDING AIDING AND ABETTING FUTP OR CODE OF CONDUCT NOTED IN AN INVESTIGATION RELATED TO FUTP In case more than one parameter is applicable, the highest Base Amount, as may be appropriate in the facts and circumstances of the case, may be considered. CATEGORY OF APPLICANT BASE AMOUNT AND PARAMETER * a. Intermediaries (i) Where the entity is charged for FUTP or aiding and abetting FUTP ₹ 15 lakh Or 1.5% of the value of the gross fraudulent trades executed through the intermediary including proprietary trades, whichever is higher (ii) Where the intermediary is charged for violation of code of conduct ₹ 8 lakh Or 0.75% of the value of the gross fraudulent trades executed through the intermediary, whichever is higher (iii) In cases of proceedings before the DM or the WTM, the Base Amount may also be computed by taking into account a suitable fraction or multiple of the gross annual income during the period of default, as may be recommended or decided by the IC or HPAC or Panel of WTM s, after taking into account the facts and circumstances of the case. b Applicant charged for financing the FUTP activities (Listed companies not engaged in lending business, but charged with financing its Issue fall under point d ) ₹ 15 lakh Or 15% per annum into funds provided period for which the funds was provided, whichever is higher c. Promoters Whole Time Directors or Chairman Other directors or Key Managerial Personnel (KMP) ₹ 1 crore Or 0.5% of the (highest) market value of its/his holdings in the company (including any convertible warrant or options) whichever is higher ₹ 25 lakh Or 0.5 % of the (highest) market value of its/his holdings in the company (including any convertible warrants or options) whichever is higher; ₹ 10 lakh Note: I. In case of pre-IPO related matters, the market value will be computed on the basis of the listing price. II. In the case of already listed companies, the value of holdings during the period of default shall be taken. d. Listed companies (to be borne by the promoter group or directors or KMPs or the company or both, as the case may be) (In case where the charge against a company is of funding its own issue or any other FUTP charge and the promoters or directors are also charged for the same default as the company, then only point d applies. In other cases, the higher of point c or d shall be borne by the promoters or directors, as the case may be) ₹ 10 lakh Or 0.1% of its (highest) entire market cap during the period of the default. whichever is higher Note: I. In case of pre-IPO related matters, the market value will be computed on the basis of the listing price. II. In the case of already listed companies, the value of holdings during the period of default shall be taken. e. Name-lender clients or front-entities or dummy entities To be determined for each applicant as recommended or decided by the IC or HPAC or Panel of WTMs on the basis of the facts and circumstances of each case f. Key-operators To be determined for each applicant as recommended or decided by the IC or HPAC or Panel of WTMs on the basis of the facts and circumstances of each case. Notwithstanding the above, in case of the key operator transferring the bulk or the whole of his share of proceeds or securities cornered, to another, the base amount may also be added by a suitable fraction taking into account a suitable fraction or multiple of the gross amount or transfers made, as may be recommended or decided by the IC or HPAC or Panel of WTM s after taking into account the facts and circumstances of the case. g . FII Proprietary sub-account ₹ 35 lakh Or 0.005% of the total assets under custody (AUC), whichever is higher Non- proprietary sub-accounts ₹ 20 lakh Or 0.005% of the total AUC, whichever is higher h. Book running lead manager or lead manager and other intermediaries associated with an issue or takeover 1% of the issue or takeover size (or the estimated issue size) handled by the Book running lead manager or lead manager and 0.25% for other intermediaries i. AMC, trustee, sponsor, etc. ( In case of mutual fund, etc., to be borne by the AMC, CIMC, manager, etc., and not to be passed on to the schemes) ₹ 25 lakh Or 0.001% of the total assets under management (AUM) Or 0.1% of the net worth; whichever is higher j. Where none of the above are applicable to the applicant To be determined for each applicant as recommended or decided by the IC or HPAC or Panel of WTMs on the basis of the facts and circumstances of each case * TO be calculated per scrip or product manipulated. In case the scrip is part of any index maintained by BSE Ltd or National Stock Exchange of India Ltd, the Base Amount shall be increased by 15%. In these guidelines the following persons shall be treated as name-lender : An applicant who allows his name to be used or whose name is used for opening a demat account or client account by another, who operates the same as his own account. It includes an account-lender whose demat account or client account is allowed to be used or used for market transactions by anyone other than himself, for the purpose of any activity by such other, including manipulation or other fraudulent activities. A key operator referred to in these guidelines, includes the main manipulator and any other applicant who in the opinion of the IC or HPAC or Panel of WTM s may be so categorised. Chapter VI BENCHMARK AMOUNT IN DISCLOSURE RELATED DEFAULTS UNDER SEBI (SAST) REGULATIONS , SEBI (PIT) REGULATIONS AND OTHER DISCLOSURES AND REPORTING REQUIREMENTS, etc. The Benchmark Amount for disclosure defaults i.e. B (D) may be computed on the basis of this Chapter. This chapter does not deal with those disclosure defaults which amount to FUTP. However the IC or HPAC or Panel of WTM s, may, in cases of serious disclosure defaults take the Benchmark Amount of the applicant as per the provisions of securities laws if the amounts arrived at on the basis of the calculations are found to be low and not commensurate to the seriousness of the alleged default or the ill-gotten profit and/or loss avoided by the applicant. B(D) = BASE VALUE AS PER TABLE IX X SUM OF BASE AMOUNTS AS PER TABLE VI OR VII TABLE VI- BASE AMOUNT - DISCLOSURES UNDER SEBI (SAST) REGULATIONS BASE AMOUNT FOR VIOLATION OF PERCENTAGE OF SHAREHOLDING OR VOTING RIGHTS ACQUIRED OR DISPOSED BUT NOT DISCLOSED OR PERCENTAGE OF ENCUMBERED SHARES BUT NOT DISCLOSED, etc. REGULATION 7 OF SEBI (SAST) REGULATIONS, 1997 OR REGULATION 29 OF SEBI (SAST) REGULATIONS, 2011 REGULATION 8 OF SEBI (SAST) REGULATIONS, 1997* OR REGULATION 30 OF SEBI (SAST) REGULATIONS, 2011 * REGULATION 8A OF SEBI (SAST) REGULATIONS, 1997 OR REGULATION 31 OF SEBI (SAST) REGULATIONS, 2011 Upto 2 % ₹ 1 lakh + ₹ 5,000/- For every three months delay # or part thereof 2% to less than 5 % ₹ 2 lakh + ₹ 10,000/- For every three months delay or part thereof 5 % to less than 10% ₹ 5 lakh + ₹ 15,000/- For every three months delay or part thereof 10 % to less than 15 % ₹ 10 lakh + 0.1 % of the value of the holding not disclosed, etc. + ₹ 20,000/- For every three months delay or part thereof 15% and above ₹ 15 lakh + 0.1 % of the value of the holding not disclosed, etc. + ₹ 25,000/- For every three months delay or part thereof * The Base Amount shall only be as per the lowest slab, irrespective of change in shareholding over the reporting period. In case of defaults related to disclosures that are required to be made annually, and application is filed for settlement of such defaults, the amount for delay for every three months or part thereof shall be computed only for the first non-disclosure. In case the applicant complies with the annual reporting requirements for a few years, such compliance will not result in a higher base amount than would have otherwise be calculated for continuous defaults. #The period of delay is to be calculated from the last day, when the disclosure ought to have been made, as required by the regulations. In case a correct disclosure is made on time but filed in the wrong format, the Base Amount shall be reduced by 75%. TABLE VII- BASE AMOUNT - TRANSACTION SPECIFIC DISCLOSURES UNDER REGULATIONS 13(3), 13(4), 13(4A) AND CORRESPONDING 13 (6) OF SEBI (PIT) REGULATIONS 1992, PERCENTAGE OF SHAREHOLDING OR VOTING ACQUIRED BUT NOT DISCLOSED, etc. BASE AMOUNT * Upto 2% ₹ 1.5 lakh + ₹ 7,500/- For every three months delay or part thereof 2% to less than 5% ₹ 2.5 lakh + ₹ 12,500/- For every three months delay or part thereof 5% to less than 10% ₹ 6 lakh + ₹ 17,500/- For every three months delay or part thereof 10 % to less than 15% ₹ 12 lakh + 0.1 % of the value of the holding not disclosed, etc. + ₹ 22,500/- For every three months delay or part thereof 15% and above ₹ 20 lakh + 0.1 % of the value of the holding not disclosed, etc. + ₹ 25,000/- For every three months delay or part thereof *In cases of disclosures not made by the connected persons and by the KMPs, the Base Amount may be increased by 25%. In case the applicant is charged for non-disclosure of both SEBI (SAST) Regulations and SEBI (PIT) Regulations, the Base Amount arrived at for any one of the Regulations shall be reduced by 75%. OTHER DISCLOSURES AND REPORTING REQUIREMENTS B(D) = BASE VALUE AS PER TABLE IX X SUM OF BASE AMOUNTS AS PER TABLE VIII TABLE VIII- BASE AMOUNT NATURE OF DEFAULT BASE AMOUNT TYPE OF NON-DISCLOSURE SEBI (PIT) Regulations Periodical and other disclosures ₹ 3 lakh + ₹ 5,000/- for every three months delay or part thereof SEBI (SAST) Regulations Reporting requirements or disclosures for which exemptions are available, except cases of non-compliance of a condition precedent for availing exemption would result in the triggering of an open offer obligation (In respect of Regulation 6 of SEBI (SAST) Regulations, 1997 the provisions are dated and no amount may be recommended, except in case of standalone violations of Regulation 6 of SEBI (SAST) Regulations, 1997 the minimum amount of Rs. 2 lacs may be applicable) ₹ 2 lakh + ₹ 10,000/- for every three months delay or part thereof SEBI (FII) Regulations Failure to provide information Intimation of material changes ₹ 20 lakh per default ₹ 5 lakh per default Others Code of conduct reporting requirements or Disclosures on appointment of director or Any other disclosure related defaults that are not detailed in these guidelines, if deemed appropriate ₹ 2 lakh + ₹ 10,000/- for every three months delay or part thereof TABLE IX - BASE VALUE NATURE OF DEFAULT BASE VALUE a) Per se SAST or PIT or ICDR regulation, etc. violation, not falling in any of the below mentioned categories 1 b) Non-disclosure charge in combination with any other charge 1.1 c) Charge of non-disclosure, although timely related disclosure made under any other Regulation(s) 0.6 d) Charge of non-disclosure, although timely related disclosure made under any other regulation of SEBI (SAST) Regulations or listing agreement, etc. 0.55 e) Companies with paid-up share capital below ₹ 10 crore (not applicable to companies which are exclusively holding companies) 0.5 All factors a to e in Table IX are mutually exclusive. In case of applicability of more than one factor, the lowest factor is to be considered. OPEN OFFER DEFAULTS INCLUDING INDIRECT ACQUISITION (CONSENTABLE CASES ONLY) The Benchmark amount for open offer defaults ie. B (OO) may be computed on the basis provided below. However the IC or HPAC or Panel of WTM s, may, in cases of serious open offer default, take the Benchmark Amount of the applicant as per the provisions of securities laws if the amounts arrived at on the basis of the calculations are found to be low and not commensurate to the seriousness of the alleged default. The non-compliance of a condition precedent for availing exemption would result in the triggering of an open offer obligation and would be considered as per under Table X and XI. B(OO) = SUM OF BASE VALUES AS PER TABLE XI BASE AMOUNT AS PER TABLE X TABLE X-BASE AMOUNT NATURE OF DEFAULT BASE AMOUNT FOR ACQUIRER AND PACS Delayed open offer Cases of open offer defaults referred for adjudication ₹ 25 lakh or 0.25% of the open offer size, i.e. max number of shares for which open offer must be given x applicable open offer price, which ever is higher Delayed open offer (after direction from the Board) ₹ 50 lakh or 0.5% of the open offer size, whichever is higher . Where the making of the open offer is infructuous i.e. when company has been delisted, etc. To be recommended or decided by the IC or HPAC or Panel of WTMs on the basis of the facts and circumstances of each case Where the open offer is not beneficial to the shareholders TABLE XI-BASE VALUES NATURE OF DEFAULT UNDER CONSIDERATION BASE VALUE a Entity in control of the target company, prior to triggering the takeover 1 b Entity not in control of target company, prior to triggering the takeover 1.2 c Illiquid Scrip 0.3 Factors a and b are mutually exclusive. Chapter VII BENCHMARK AMOUNT FOR OTHER DEFAULTS BY INTERMEDIARIES , REGULATED ENTITIES, B (I/RE) : The Benchmark Amount for other defaults by intermediaries (I) and other regulated entities (RE) i.e. B(I/RE) may be computed on the basis of this Chapter. This Chapter is not applicable where default is dealt with under Chapter V or is by a CIS, mutual fund, etc., where the proposed remedy may be disgorgement or refund or winding up of the scheme or fund. However the IC or HPAC or Panel of WTM s may in cases of serious violations take the Benchmark Amount of the applicant as per the provisions securities laws if the amounts arrived at on the basis of the calculations are found to be low and not commensurate to the seriousness of the alleged default. B(I/RE) = SUM OF ALL BASE AMOUNTS AS PER TABLE XII + 25 % OF THE GROSS FEE EARNED* IN RESPECT OF THE MAJOR DEFAULTS, WHERE DETERMINABLE *A lower percentage may be taken in respect of Public Sector Undertakings. TABLE XII- BASE AMOUNT NATURE OF DEFAULT BASE AMOUNT MINOR CASES MAJOR CASES # Code of conduct related defaults ₹ 1 lakh per default ₹ 8 lakh per default Section 15B of SEBI Act , etc Section 15F of SEBI Act other stock-broker defaults vis- -vis clients, etc. Delay in redressing investor grievances * Section 15D 15E of SEBI Act- CIS, AMC, and other fund activity related defaults, etc., including conduct related defaults ₹ 2 lakh per default or 0.001% of the AUM or 0.1% of the net worth whichever is higher ₹ 20 lakh per default or 0.001% of the AUM or 0.1% of the net worth whichever is higher Other defaults not provided elsewhere in these guidelines, if deemed appropriate ₹ 1 lakh per default ₹ 8 lakh per default . * The IC or HPAC or Panel of WTMs may based on the facts and circumstance of the case, gravity of the grievances and the past track record of the entity in redressing investor grievances, arrive at a lump sum Base Amount of ₹ 5 lakh or a lesser amount. # The Base amount may also take into account any ill-gotten profit and/or loss avoided in major cases. In case of violations under Securities Contract (Regulations) Act, 1956 and the rules, regulations made thereunder the IC or HPAC or Panel of WTMs may recommend or decide a higher base amount. Further, in case of proceedings before DM or WTM, the Base Amount may also be computed by taking into account a suitable fraction or multiple of the gross annual income during the period of default, as may be recommended or decided by the IC or HPAC or Panel of WTM s, after taking into account the facts and circumstances of the case. CLARIFICATIONS: a. In case of CIS, mutual fund, AIF, etc., related defaults, the settlement amount shall be recovered from the promoter or CIMC; and from trustees or sponsors or AMC or manager in case of defaults by AMCs or Mutual Fund, etc., as may be deemed appropriate. b. In case the CIMC or AMC, etc., investment decisions have caused wrongful loss to the investors, the CIMC or AMC, etc., shall be required to make good such loss, to the investors. In case, the same is not possible, the amount shall be deposited in the Investor Protection and Education Fund of SEBI. c. Conduct related defaults may be settled only if the applicant has rectified its conduct and the investor grievances have been redressed to the satisfaction of SEBI. ********* 1 Substituted vide the Securities and Exchange Board of India (Settlement of Administrative and Civil Proceedings) (Amendment) Regulations, 2017 w.e.f. 27.02.2017. Prior to substitution item 6 read as under: 6. The IA is to be calculated for each applicant. In a case where multiple applicants make a combined application for a default arising from the same cause of action, the IA will be calculated for each applicant, as per the applicable formula except in cases related to defaults under the Takeover Regulations where the acquirer and persons acting in concert (PAC) may be considered to have joint liability. 2 Inserted by the SEBI (Settlement of Administrative and Civil Proceedings)(Amendment) Regulations, 2016, w.e.f. 26-8-2016. 3 Omitted vide the Securities and Exchange Board of India (Settlement of Administrative and Civil Proceedings) (Second Amendment) Regulations,2017 w.e.f. 27.12.2017. Inserted by the Securities and Exchange Board of India (Settlement of Administrative and Civil Proceedings) (Amendment) Regulations,2017 w.e.f. 27.02.2017. Prior to its deletion, item 12 read as follows,- 12. Settlement Notice: Except in cases which are excluded from settlement, a settlement notice indicating the substance of the charges and probable actions may be issued in advance of the notice to show cause so as to afford an opportunity to file a settlement application, within fifteen calendar days from receipt of the settlement notice. Notwithstanding anything contained in the settlement notice, the Board shall have the power to modify the enforcement action to be brought against the noticee and the notice shall not confer any right to seek settlement or avoid any enforcement action. 4 Renumbered by the (Settlement of Administrative and Civil Proceedings) (Amendment) Regulations, 2017 w.e.f. 27.02.2017. 5 Renumbered by the SEBI (Settlement of Administrative and Civil Proceedings)(Amendment) Regulations, 2016, w.e.f. 29.8.2016. 6 Renumbered by the (Settlement of Administrative and Civil Proceedings) (Second Amendment) Regulations, 2017 w.e.f. 27.11.2017. 7 Substituted vide the Securities and Exchange Board of India (Settlement of Administrative and Civil Proceedings) (Amendment) Regulations, 2017 w.e.f. 27.02.2017. Prior to substitution item 1 read as under: 1. In case, more than one proceeding arising from the same cause of action has been initiated against the applicant, the IA shall be increased by 15%. Provided that where the AO has already awarded penalty to the applicant, then B shall be equal to the amount calculated by these guidelines or the penalty awarded by the AO; whichever is higher. In cases where the WTM or DM has issued directions debarring or suspending the applicant, the RAF shall take into account the value of Y as per Table III. 8 Substituted vide the Securities and Exchange Board of India (Settlement of Administrative and Civil Proceedings) (Amendment) Regulations, 2017 w.e.f. 27.02.2017. Prior to substitution Table-I read as under: TABLE I-PCF STAGE OF THE PROCEEDING(S) WHEN THE APPLICATION IS MADE VALUE OF PCF a. Pre- issue of the notice to show cause (including intimation matters) 0.75 b. Post-issue of the first notice to show cause pertaining to any pending proceeding in the same cause of action 0.85 c. Proceeding pending after the submission of the report by the DA 0.9 d. Proceedings pending after passing of the order by the AO or DM or WTM, as the case may be 1.10 e. Proceedings pending after the passing of the order by the SAT or High Court 1.20