Settlement Calculator Home » Settlement Calculator Settlement Calculator BETA INTRODUCTION This calculator is made in accordance with the computation matrix provided in Schedule II of the Securities and Exchange Board of India (Settlement Proceedings) Regulations, 2018 (“Settlement Regulations, 2018”). This calculator would guide the User to arrive at the indicative settlement amount which is normally arrived at by inputting values to various factors identified under Regulation 10 and Schedule II of the Settlement Regulations, 2018. Such indicative settlement amount is subject to modifications as deemed fit by the Internal Committee, High Powered Advisory Committee and the Panel of Whole Time Members. In appropriate cases there may also be levy of non-monetary settlement terms in accordance with Regulation 9 of the Settlement Regulations, 2018. How to use the Settlement Calculator Guidelines for arriving at Settlement Terms (As per Schedule II of the Settlement Regulations, 2018) The settlement amount (SA) shall comprise of the Indicative Amount (IA) arrived at in terms of these guidelines and the factors provided in regulation 10 of the Settlement Regulations, wherever applicable. The IA shall not be less than Rupees 3 lakh for first time applicants or Rupees 7 lakh for others, as the case may be Explanation.-A ‘first time applicant’ is a person against whom no order has been passed by the adjudicating officer or by the Board or who has never obtained a settlement order from the Board as on the date of the present application. 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. 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 including insolvency, change of name or management or ownership, etc., shall be considered in accordance with the guidelines issued by the Board, if any, from time to time. PCF for Applications made voluntary or seeking settlement with confidentiality: Where an entity desires to obtain the benefit of a lower PCF, 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 the Board in the investigation, inquiry, inspection or audit. Such an application shall be deemed to have been made ‘Pre- issue of notice to show cause’ for the purpose of calculating the PCF. The IA shall be calculated per count of default, jointly or separately as per the facts and circumstances of the case, in accordance with these guidelines 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 opinion that the facts disclose a different default, the modification of the charge(s) may be sought. The alleged defaults shall, wherever applicable, be categorised based on the facts and circumstances by the IC or HPAC or the Panel of WTMs. 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 an amount, lower or higher than the amounts arrived at in terms of these guidelines, for reasons to be recorded, in accordance with the provisions of securities laws, considering the facts and circumstances of the case and the gravity of the charges. In case the applicant is body corporate, the IC or HPAC or Panel of WTMs may require that the SA payable by a body corporate is to be paid by the officers in default including the persons in charge of the body corporate to avoid burdening investors holding securities issued by the body corporate: Explanation. – The principle in clause 10 may be applied mutatis mutandis to the sponsor, manager, or trustee (by whatever name called) of a trust, the karta of a Hindu Undivided Family, the office bearers of an association of persons, as the case may be. In cases where the formulae for calculating the IA are inapplicable or cannot be adapted due to the peculiar 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. The applicant shall be provided opportunity of hearing or meeting only before the Internal Committee. In case of more than one proceeding arising from the same cause of action has been initiated against the applicant, the IA shall be increased by 20%. In case the applicant is charged for non-disclosure under Regulations relating to Open Offer [SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, and any subsequent similar regulations] and PIT [Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, SEBI (Prohibition of Insider Trading) Regulations, 2015, and any subsequent similar regulations], the highest of the Base Amount arrived at for such charges shall be reduced by 75%. The amount which is finally approved by the Panel of Whole Time Members is the Settlement Amount. Proceed to Calculator Applicant’s Category Sr. No. Particulars Select the relevant entry 1 Market Infrastructure Institution (MII) 2 Principal officer of Market Infrastructure Institution (MII) 3 Intermediary 4 Principal officer of Intermediary 5 Listed Company 6 Principal officer of Listed Company 7 Fund 8 Principal officer of Fund (including Asset Management Companies, Trustees etc.) 9 Unlisted Company 10 None of the above (such as Individual/Body Corporate/Trust etc.) Back Next Violations to be Settled Sr. No. Violations Select the relevant entry 1 Fraudulent and Unfair Trade Practice SEBI (Prohibition of Fraudulent Unfair Trade Practice) Regulations, 2003 2 Insider Trading SEBI (Prohibition of Insider Trading) Regulations, 1992 or corresponding provisions under SEBI (Prohibition of Insider Trading) Regulations, 2015 3 Open Offer related default SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 or SEBI Takeover Code, 1997 False/misleading/incorrect/incomplete disclosures in offer documents Reporting requirements or disclosures in relation to open offer for which exemptions are available Delayed open offer Open offer after direction from Board Making of Open offer is infructuous 4 Failure by Market Infrastructure Institution to conduct business in required manner 5 Disclosures related defaults Disclosure default by Foreign Portfolio Investors Continual Disclosure (Reg. 13(3), 13(4). 13(4A) and 13(6) under SEBI (PIT) Reg., 1992 or Reg. 7 of SEBI (PIT) Reg., 2015) Periodical and other disclosures Disclosure of acquisition and disposal (Reg. 29 of SAST Reg., 2011) Continual Disclosures (Reg. 30 SAST Reg., 2011) Disclosure of encumbered shares (Reg. 31 SAST Reg., 2011) Code of Conduct reporting requirement Or Disclosure on Appointment of Director Or Any other disclosure related violations 6 Delay in redressing investor grievance 7 Residuary (Any default other than listed above) Back Next Multiplying Factor(A) Multiplying Factor is calculated as A = PCF + RAF Proceeding Conversion Factor(PCF) (Refer to Table I, Schedule II of the Settlement Regulations, 2018) Sr. No. Particulars Select the relevant entry 1 Voluntary or for seeking confidentiality 2 Pre-issuance of notice to show cause 3 Summary Settlement Notice 4 Post-issue of the first notice to show cause 5 Proceeding pending after submission of the report by the Designated Authority 6 Proceedings pending after passing of Final Order imposing penalty or issuance of directions 7 Proceedings pending after passing of the order by Securities Appellate Tribunal or Court Note: 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. Regulatory Action Factor(RAF) (Refer to Table II & III, Schedule II of the Settlement Regulations, 2018) The sum of all the values assigned to the order and regulatory direction(s) issued in the past, if any, shall be ‘RAF’. Regulatory Action Factor, RAF = X + Y X:It is the value for orders and regulatory directions issued. Y:It is the value for orders or directions passed or issued for which the application is filed, wherever applicable. * Note X Note: The Applicant includes those orders and directions which have been stayed by the Securities Appellate Tribunal 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 final order passed. Calculation of X Sr. No. Particulars Select the relevant entry Number of Orders Final Value 1 Any other past Settlement Order 2 Any past Cease and desist order 3 Any past Final Order 4 Exonerated cases (i.e. cases where applicant was exonerated in an order or appeal or review) and any settlement order involving confidentiality Note: To also include those orders and directions which have been stayed by the Securities Appellate Tribunal 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 final order passed. Calculation of Y Sr. No. Particulars Select the relevant entry 1 No warning/debarment 2 Warning issued 3 Debarment less than 1 month 4 Debarment for 1 month or more but less 6 calendar months 5 Debarment for 6 calendar months or more but less than 1 year 6 Debarment for 1 year or more but less than 2 year 7 Debarment for 2 year or more but less than 3 year 8 Debarment for 3 year or more Penalty Amount Sr. No. Particulars Yes / No (₹) (to be entered by the User) 1 Whether any penalty has been imposed in respect of order for which settlement is filed? Yes / No PCF RAF A Back Next Applicable Benchmark Amount(B) Multiplying Factor is calculated as B = BV x BA Base Value(BV) (Reference to Chapter V of the Schedule II of the Settlement Regulations, 2018) Sr. No. Particulars Specific Factors Select the relevant entry 1 Mitigating Factors (Select any 3) a The quantum of Settlement Amount would affect your ability to make restitution to investors b You had minimal participation in the alleged default c You have extended proactive and exceptional cooperation d You had accepted your responsibility and had acknowledged your misconduct to the Board prior to detection and intervention by truthfully admitting the conduct e You have voluntarily employed subsequent substantial corrective measures to avoid recurrence of misconduct f Whether the delay in complying with the reporting requirement was less than 7 days? If yes, the non-reporting did not result in undue gain or loss to any person g You have employed voluntary acts of compensation, disgorgement of commission, profits and payment of restitution to investors h You have made disclosure in the incorrect format i You are a unit of governmental authority including a public-sector unit 2 Aggrava…