Taxmann's Securities Intermediaries Compliance (Non-Fund) book by National Institute of Securities Markets

Securities Intermediaries Compliance (Non-Fund) is the official NISM workbook for the NISM-Series-III-A: Securities Intermediaries Compliance (Non-Fund) Certification Examination. Itis the authoritative, syllabus-aligned study resource for professionals who discharge the compliance function at SEBI-registered (non-fund) intermediaries.

The workbook sets a common minimum knowledge benchmark for compliance officers, taking the reader from the architecture of India's financial system through the entire body of SEBI legislation, rules, and regulations that govern market intermediaries—and, crucially, what each rule means in day-to-day compliance practice. It reads as both an exam preparation text and a working compendium of the regulations a compliance officer refers to: the SEBI Act, SCRA/SCRR, PMLA, Insider Trading and FUTP regulations, and the intermediary-specific frameworks for stock brokers, depository participants, merchant bankers, bankers to an issue, debenture trustees, and credit rating agencies.

What distinguishes the book is its practitioner orientation. Concepts are not presented in the abstract: nearly every regulation is anchored to the relevant statutory sections, the applicable Code of Conduct, the specific duties of the Compliance Officer, and the penal consequences of default—frequently illustrated with actual SEBI enforcement case studies. This workbook is designed to be lucid and focused, helping candidates understand the subject and prepare for the examination.

This book is intended for the following audience:

• Candidates Registering for the NISM-Series-III-A: Securities Intermediaries Compliance (Non-Fund) Certification Examination
• Compliance Officers and Compliance-Function Staff at Stock Brokers, Depository Participants, Merchant Bankers, Underwriters, Bankers to an Issue, Debenture Trustees, and Credit Rating Agencies registered with SEBI
• Associated Persons Required to Obtain this Certification under the SEBI (Certification of Associated Persons in the Securities Markets) Regulations, 2007
• Broking, Depository, Merchant-Banking, and Issue-Management Personnel responsible for ongoing regulatory adherence
• Legal, Company-Secretarial, Audit, and Risk Professionals supporting non-fund securities-market intermediaries
• Students and Job Aspirants establishing a career path in securities-market compliance

The Present Publication is the March 2026 Workbook Version, developed in collaboration with the NISM Certification Team and Mr Gore, Company Secretary (CS) and Post Graduate in Law (LLM). It is published exclusively by Taxmann, with the following noteworthy features:

• [Official, Exam-Aligned Content] The designated workbook for the NISM-Series-III-A examination, mapped directly to the published syllabus with chapter-wise weightages
• [Current to the Latest Regulatory Regime] Incorporates recently updated frameworks—SEBI (Stock Brokers) Regulations 2025, SEBI (Merchant Bankers) Regulations 2025, and SEBI (Registrar to an Issue and Share Transfer Agents) Regulations 2025
• [Covers Contemporary Themes] Online Resolution of Disputes (ODR), cyber security & cyber resilience, AI & ML compliance, and ESG Rating Providers
• [SEBI Enforcement Case Studies] Most chapters are punctuated with actual adjudication / SAT cases presented in a clear Facts → Findings → Order format.
• Examples include SEBI v. Vedika Securities, the Kwality matter (penalising a listed company's compliance officer), the Tradebulls Securities order, Karvy Stock Broking, and the IL&FS rating-agency matter
• Shows how rules are applied in practice and how lapses are penalised
• [Review Questions in Every Chapter] All 23 chapters close with multiple-choice practice questions that reinforce learning, mirror the exam format, and support self-assessment as candidates progress
• [Learning Objectives in Every Chapter] Each chapter opens with learning objectives, signposting exactly what the reader should master
• [Section-wise Statutory Treatment] Regulations are tied to their specific provisions (e.g., SEBI Act §§11(2), 11(2A)–11(4), 15HB; SCRA §§23JA–23JC, 23L, 26A–26E). Penalties, recovery mechanisms, and appellate routes (SAT) are clearly laid out
• [Compliance-officer Lens Throughout] Recurring emphasis on the appointment, role, responsibilities, codes of conduct, record-keeping / retention, and reporting obligations of the compliance officer
• [Reference Value Beyond the Exam] A single, organised digest of SEBI regulations usable as an on-the-job desk reference

The workbook is organised into two parts spanning 23 chapters.

• Part A — Understanding Financial Structure in India
• Introduction to the Financial System
• Markets (money, capital, forex, credit, insurance), Market Infrastructure Institutions (depositories, exchanges, clearing corporations, Social Stock Exchange), intermediaries, and securities
• Regulatory Framework — General View
• SEBI, RBI, IRDAI, PFRDA, IFSCA; ROC, EOW, FIU-India; SAT; SROs; legislative framework and taxation of securities
• Introduction to Compliance
• The compliance function and obligations under the SEBI (CAPSM) Regulations 2007
• SEBI Act 1992
• Salient features, powers and functions of SEBI
• SCRA 1956 & SCRR 1957
• Contracts, membership eligibility, penalties, special courts
• SEBI (Intermediaries) Regulations 2008
• General obligations, inspection and disciplinary proceedings, action on default, code of conduct, ODR, cyber security & resilience, and AI & ML compliance
• SEBI (Prohibition of Insider Trading) Regulations 2015
• UPSI, trading window, contra-trade restrictions, code of conduct, and the role of the compliance officer
• SEBI (PFUTP) Regulations 2003      
• Fraudulent and unfair trade practices and investigation
• Prevention of Money Laundering Act 2002
• PMLA highlights and the SEBI Master Circular on AML/CFT guidelines
• SEBI (KYC Registration Agency) Regulations 2011
• Registration, functions/obligations, code of conduct, and IPV guidelines
• Part B — Understanding Intermediary-Specific Regulations
• SEBI (Foreign Portfolio Investors) Regulations 2019
• Eligibility, categories, DDP, investment conditions, Offshore Derivative Instruments, and code of conduct
• SEBI (Stock Brokers) Regulations 2025
• Including Direct Market Access, algorithmic trading, margin trading, authorised persons, underwriting by stockbrokers, and SEBI (Portfolio Managers) Regulations 2020
• SEBI (Merchant Bankers) Regulations 2025, SEBI (SAST) Regulations, 2011 & SEBI (Bankers to an Issue) Regulations 1994
• SEBI (ICDR) Regulations 2018
• IPOs and rights issues, advisory and underwriting roles, due diligence and general obligations of merchant bankers
• Depositories Act 1996
• Rights/obligations, enquiry and inspection
• SEBI (Depositories and Participants) Regulations 2018
• DP registration, rights/obligations, default, code of conduct
• SEBI (Registrar to an Issue and Share Transfer Agents) Regulations 2025
• Obligations, code of conduct, investor charter
• SEBI (Research Analyst) Regulations 2014
• Conflicts of interest, records, compliance officer
• SEBI (Investment Advisers) Regulations 2013
• Risk profiling/suitability, disclosures, advisory–distribution segregation, IFSC guidelines
• SEBI (Debenture Trustees) Regulations 1993
• Capital adequacy, responsibilities, monitoring/disclosure
• SEBI (Credit Rating Agencies) Regulations 1999
• Rating process and governance, confidentiality, record-keeping, ESG Rating Providers
• SEBI (Custodian) Regulations 1996
• Registration, obligations, dispute resolution, investor charter
• Proxy Advisors
• Impact on corporate governance, procedural guidelines, grievance redressal
• A closing Annexure lists the SEBI-mandated NISM certifications under the SEBI (CAPSM) Regulations 2007

The workbook is organised into two parts, with a consistent chapter format throughout.

• Two-part Structure
• Part A | Generic Foundation — Grounds candidates in India's financial and regulatory structure, the meaning and importance of compliance, and the cross-cutting laws (SEBI Act, SCRA/SCRR, Insider Trading, FUTP, PMLA, KRA) that apply across all intermediaries
• Part B | Intermediary-specific — Drills into the specific rules governing each category of intermediary
• Consistent Chapter Architecture
• Opens with Learning Objectives
• Develops the regulation through clearly numbered sub-sections
• Typically, it culminates in the relevant Code of Conduct and the role of the Compliance Officer
• Often illustrates application through real SEBI case studies
• Closes with a review question set (every chapter ends with one)