3.2 Governing Laws and Functions of Securities Regulating Bodies

The governing instruments (by name): the Securities Act 2063 (the core: the issuer- disclosure, the intermediary-licensing, the insider-and-manipulation prohibitions, the enforcement- and-appeal machinery); the Securities Exchange Act 2040 (the historical foundation — the Board's birth statute); the supporting byelaws-and-regulations (the issue-approval, the mutual- fund, the intermediary-conduct instruments — SEBON's-and-Government's subordinate legislation); the Companies Act 2063 (the issuer's corporate side); the NRB Act 2058-and-BAFIA 2073 (the financial-institution issuers'-and-merchant-bankers' umbrella); and the ContractAct 2056 (the underlying transactions' law). SEBON's functions (the exam's list): the issueapproval (the prospectus's vetting-and-the public offering's permission); the intermediaries'licensing-and-supervision (the brokers, merchant bankers, the AMCs, the raters); the secondary market's regulation (the exchange's approval-and-oversight; the listing's gate); the disclosure regime's enforcement (the periodic-and-event disclosures — Unit 4); the investigation-and-sanction (the fraud-and-insider cases — Units 5–6: the inquiries, the search- and-seizure faces, the penalty impositions, the Special Court's prosecution route); the investor-education-and-protection; and the policy-and-rulemaking (the directives-and-circulars of the modern regime). NEPSE's regulatory faces: the listing agreement's enforcement, the members' discipline, the surveillance's first line. CDSC's: the depository's integrity (the demat records' finality, the settlement's guarantee).