Settlement Calculator

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.

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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.)

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Violations to be Settled

Sr. No.	Violations
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)

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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

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.

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

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

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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	Aggravating Factors (Select any 3)	a	There were efforts on your behalf to frustrate or prolong an investigation, inquiry or a civil and administrative proceeding, including settlement proceedings
		b	You have provided inaccurate or misleading testimony or information or wilfully failed to provide information that you were bound to provide
		c	You have misconducted over an extended period of time which is not less than 30 days
		d	There has been a significant monetary loss to the clients which exceeds in aggregate of Rs 5 crores
		e	You failed to heed prior regulatory guidance and prior warnings
		f	There is evidence of your engagement in planning, pre-meditation or usage of sophisticated means
		g	Your act has resulted in substantially jeopardizing a listed intermediary or securities market infrastructure institution
		h	Your activity has resulted in the liquidity of the securities of a publicly traded company being substantially endangered i.e. it was delisted or trading of the company’s securities was halted for more than one full trading day
		i	You have abused a position of trust or used a special skill, in a manner such that significantly facilitated the commission or concealment of the alleged default
		j	You were the key-operator, whether or not you have traded yourself
		k	You exercised management control by use of fraudulent or forged securities or securities issued without appropriate approvals
		l	There was reporting of false information
3	Default was Deliberate(Select any 3)	a	The actions were not in accordance with the applicable internal procedures
		b	You knowingly took decisions relating to the violation beyond your field of competence
		c	You intended to benefit financially from the violation, either directly or indirectly
		d	The alleged default was repetitive
4	Default was Reckless	a	You appreciated there was a risk that your actions or inaction could result in a violation of securities laws and failed adequately to mitigate that risk
5	General Base Values	a	Fraudulent and unfair trade practice (FUTP); or Insider trading, including tipping (IT); or violation of code of conduct noted in an investigation or inquiry related to FUTP or IT
			FUTP or IT in combination with the violation of code of conduct or any other regulation
			FUTP in combination IT or in combination with a violation of requirement relating to anti-money laundering and know your client
			Failure by a market infrastructure institution or its principal officers to conduct its business in a fair manner
			Failure by a market infrastructure institution or its principal officers to conduct its business in a fair manner in combination with FUTP or IT or the violation of code of conduct or any other regulation
		b	Reputation risk applicable in all settlements without admitting violation of securities laws
		c	Violation in illiquid scrip
		d	Persons who are indigent or undergoing liquidation or bankruptcy process or whose resolution/repayment plan has been submitted to the adjudicating authority for approval
		e	Time Value of ill-gotten gains Note: This factor is applicable only in cases where the actual profit and/or loss avoided (approx.) is determinable and disgorgement with interest is not ordered. While calculating the period, the fractions may be ignored	(calendar years) (final value)
6	Special Base Values	a	Type of Scrip	Liquid Illiquid
			Note: Sum of ‘V’, ‘P’ and ‘Q’, wherever applicable, to be applied to each member of group or the applicant when he acts alone, only if the volume traded or price change, quantity traded in respect of the group, of which the applicant is a part of or the applicant when he acts alone, as the case may be, can be calculated from the findings brought out in the investigation report or inquiry 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.
		b	‘V’ = VALUE FOR THE HIGHEST % OF VOLUME TRADED IN ANY TRADING PERIOD DURING THE ENTIRE PERIOD OF VIOLATION (In case of more than one scrip, the scrip with the highest volume traded is to be considered)	% Volume Traded Upto 2% 2% - 5% 5% - 10% 10% - 50% 50% - 60% 60% - 75% 75% or more
		c	'P’ = VALUE FOR HIGHEST % OF PRICE CHANGE DURING THE ENTIRE PERIOD OF VIOLATION (In case of more than one scrip, the scrip with the highest volume traded is to be considered)	% Price Change Upto 5% 5% - 10% 10% - 20% 20% - 50% 50% - 100% 100% - 200% 200% or more
		d	‘Q’ = VALUE FOR HIGHEST % OF PRICE CHANGE, DURING THE PERIOD OF DEFAULT FOR F&O& LEVERAGED PRODUCTS (In case of more than one scrip, the scrip with the highest volume traded is to be considered)	% Price Change Upto 0.5% 0.5% - 1% 1% - 5% 5% or more
7	Special Base Values for Disclosure and Open Offer defaults	a	In Non-disclosure (including incorrect or incomplete disclosure) charge under any regulation relating to takeover, insider trading or issue or listing of securities in combination with any other charge
		b	In Non-Disclosure (including incorrect or incomplete disclosure) matters: You have made related disclosure under any other regulation or is a body corporate with paid-up equity share capital (including reserves) below Rupees Ten crores (not applicable to companies which are exclusively holding companies)
		c	In open offer violations: acquirer not in control of target company, prior to triggering the takeover

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Base Amount (BA)

Refer to Table VI, Schedule II, Settlement Regulations, 2018

Sr. No.	Particulars	Select the relevant entry	Enter the Amount(INR)
1	Whether there is any illegal profits and losses caused to investors?	Yes / No

Base Amount for alleged default relating to Open Offer (Refer to Table VI, Chapter V, Schedule II, Settlement Regulations, 2018)

Sr. No.	Particulars	Enter the Amount(INR)
1	Delayed Open Offer	Rupees 25 lakhs 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), whichever is higher
2	Delayed Open Offer (after direction from the Board)	Rupees 50 Lakhs or 0.5% of the open offer size, whichever is higher
3	Where the making of the open offer is infructuous	Infructuous by an Act of the Acquirer	Rupees 1 Crore or Open offer size, whichever is higher
3	Where the making of the open offer is infructuous	Infructuous by an Act of the company Or by any other Reason	Any amount between rupees 10 lakhs to rupees 35 lakhs with a multiplier between 1 to 3 (This will be decided by the IC or HPAC or Panel of WTMs)

Base Amount for alleged default relating to Disclosures under SEBI (SAST) Regulations, 1997/2011 (Refer to Table VII, Chapter V, Schedule II, Settlement Regulations, 2018)

* Note

Sr. No.	Period of Delay (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)	Percent of Shareholding (Percentage of shareholding or voting rights acquired or disposed but not disclosed or percentage of encumbered shares but not disclosed, etc)	Value of holding not disclosed (to be entered by the User)	Final Value
1

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Base Amount for alleged default relating to Disclosures under PIT Regulations 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) (Refer to Table VIII, Chapter V, Schedule II, Settlement Regulations, 2018)

* Note

Sr. No.	Period of Delay (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)	Whether KMP or connected person?	Percent of Shareholding (Percentage of shareholding or voting rights acquired or disposed but not disclosed or percentage of encumbered shares but not disclosed, etc)	Value of holding not disclosed (to be entered by the User)	Final Value
1

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BASE AMOUNT FOR ALLEGED DEFAULT RELATING TO DISCLOSURES (Refer to Table IX, Schedule II, Settlement Regulations, 2018)

Note:

In cases of disclosure related violations by connected persons or by key managerial persons, the BA may be increased by 25%.
This Table not applicable in cases where disclosure related violation is in combination with FUTP or IT.

Sr. No.	Whether KMP or connected person?	Period of delayed disclosure (In Quarters)	Particulars	Final Value
1

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Sr. No.	Particulars	Number of default (to be entered by the User)	Final Value
1	Failure to provide information
2	Intimation of material changes

Residuary Base Amount

Refer to Table X, Schedule II, Settlement Regulations, 2018

Sr. No.	Particulars	Number of default (to be entered by the User)	Final Value
1	Defaults related to FUTP or IT or False/Misleading/Incorrect/Incomplete Disclosures in Offer Documents or Failure by MII to conduct business in the required manner
2	Violations as stated above at 1 has directly or indirectly – (i) resulted in substantial losses to other persons, or (ii) created substantial losses or a significant risk of losses to other persons or (iii) affected the integrity of the securities markets Note: Serious violations may also result in additional terms such as disgorgement of management fee or any other terms as may be decided by the IC, HPAC or the Panel of WTMs.
3	Delay in redressing investor grievances
4	Residuary

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Final Calculation

Indicative Amount , (IA) = ( A x B ) + Legal Cost
Components	User Input	Value
A = PCF + RAF
PCF
RAF = X + Y
X
Y
RAF
A	PCF + RAF
B = BV * BA BV = 1 + Sum of Applicable Base Value
Base Values
1 + Sum of Applicable Base Value
BA
Base Amount Note: Since Illegal Profit is more than base amount, it will be used as Base Amount in further calculation
Penalty Amount Note: If penalty amount is greater than B calculated, than penalty amount will be used as B
B
Legal Cost		0
*IA = (A B) + Legal Cost =**
Indicative Amount
Disgorgement Amount
Test

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Settlement Calculator ^BETA

INTRODUCTION

How to use the Settlement Calculator

Guidelines for arriving at Settlement Terms (As per Schedule II of the Settlement Regulations, 2018)

Applicant’s Category

Violations to be Settled

Multiplying Factor(A)

Proceeding Conversion Factor(PCF)
(Refer to Table I, Schedule II of the Settlement Regulations, 2018)

Regulatory Action Factor(RAF)
(Refer to Table II & III, Schedule II of the Settlement Regulations, 2018)

Calculation of X

Calculation of Y

Penalty Amount

Applicable Benchmark Amount(B)

Base Value(BV)
(Reference to Chapter V of the Schedule II of the Settlement Regulations, 2018)

Base Amount (BA)

Refer to Table VI, Schedule II, Settlement Regulations, 2018

Base Amount for alleged default relating to Open Offer (Refer to Table VI, Chapter V, Schedule II, Settlement Regulations, 2018)

Base Amount for alleged default relating to Disclosures under SEBI (SAST) Regulations, 1997/2011 (Refer to Table VII, Chapter V, Schedule II, Settlement Regulations, 2018)

Base Amount for alleged default relating to Disclosures under PIT Regulations 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) (Refer to Table VIII, Chapter V, Schedule II, Settlement Regulations, 2018)

BASE AMOUNT FOR ALLEGED DEFAULT RELATING TO DISCLOSURES (Refer to Table IX, Schedule II, Settlement Regulations, 2018)

Disclosure related to Foreign Portfolio Investors

Residuary Base Amount

Refer to Table X, Schedule II, Settlement Regulations, 2018

Final Calculation

Settlement Calculator BETA

INTRODUCTION

How to use the Settlement Calculator

Guidelines for arriving at Settlement Terms (As per Schedule II of the Settlement Regulations, 2018)

Applicant’s Category

Violations to be Settled

Multiplying Factor(A)

Proceeding Conversion Factor(PCF)(Refer to Table I, Schedule II of the Settlement Regulations, 2018)

Regulatory Action Factor(RAF)(Refer to Table II & III, Schedule II of the Settlement Regulations, 2018)

Calculation of X

Calculation of Y

Penalty Amount

Applicable Benchmark Amount(B)

Base Value(BV)(Reference to Chapter V of the Schedule II of the Settlement Regulations, 2018)

Base Amount (BA)

Refer to Table VI, Schedule II, Settlement Regulations, 2018

Base Amount for alleged default relating to Open Offer (Refer to Table VI, Chapter V, Schedule II, Settlement Regulations, 2018)

Base Amount for alleged default relating to Disclosures under SEBI (SAST) Regulations, 1997/2011 (Refer to Table VII, Chapter V, Schedule II, Settlement Regulations, 2018)

Base Amount for alleged default relating to Disclosures under PIT Regulations 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) (Refer to Table VIII, Chapter V, Schedule II, Settlement Regulations, 2018)

BASE AMOUNT FOR ALLEGED DEFAULT RELATING TO DISCLOSURES (Refer to Table IX, Schedule II, Settlement Regulations, 2018)

Disclosure related to Foreign Portfolio Investors

Residuary Base Amount

Refer to Table X, Schedule II, Settlement Regulations, 2018

Final Calculation

Settlement Calculator ^BETA

Proceeding Conversion Factor(PCF)
(Refer to Table I, Schedule II of the Settlement Regulations, 2018)

Regulatory Action Factor(RAF)
(Refer to Table II & III, Schedule II of the Settlement Regulations, 2018)

Base Value(BV)
(Reference to Chapter V of the Schedule II of the Settlement Regulations, 2018)