Investor consent for debt restructuring: trustees must obtain specified consents before enforcing security or entering inter creditor agreements.
Prescribes Debenture Trustee(s)' obligations on default of listed debt securities: treat default at the ISIN level; send investor notice promptly with proof, including options for negative consent on enforcement and positive consent for signing an ICA; allow 15 days for consent and convene a meeting within 30 days unless default is cured; act according to majority decisions at the ISIN level; form a representative committee if needed; and sign ICA only if the resolution plan complies with applicable laws and contains exit and protection clauses, with prescribed timelines for finalisation.

Inter-scheme transfers restricted: allowed only for specified liquidity or rebalancing needs with strict compliance and documentation.
Guidelines limit Inter Scheme Transfers (ISTs) to narrow circumstances: for close ended schemes only within three business days post NFO; for open ended schemes to meet liquidity after exhausting cash, optional market borrowing, and market sales, or to rebalance duration/issuer/sector/group and cure regulatory breaches. ISTs must not involve securities with adverse media or internal credit alerts in the prior four months. Trustees and senior investment and compliance officers must ensure compliance, maintain prescribed templates and evidence, and address credit risk scheme misuse via incentive adjustment mechanisms; downgrades within four months require trustee justification from the buying fund manager.

Virtual meetings for InvITs and REITs extended through year-end; extraordinary unitholder meetings may be held via VC/OAVM.
The facility to conduct extraordinary unitholder meetings of InvITs and REITs through video conferencing or other audio visual means (VC/OAVM) is extended until December 31, 2020, provided entities comply with the procedure prescribed in Annexure I of the June 22, 2020 circular. The extension responds to pandemic related representations and is issued under the regulator's statutory powers and the relevant InvIT and REIT regulatory provisions.

Issuance of AT1 instruments: mandatory electronic issuance, QIB only participation and enhanced disclosures to address investor risk.
Perpetual non cumulative preference shares and innovative/perpetual debt instruments, treated as Additional Tier 1 (AT1) instruments, are non equity regulatory capital instruments with issuer discretion to write down principal or interest, skip payments or recall early. SEBI mandates issuance via the Electronic Book Provider platform, restricts primary participation to Qualified Institutional Buyers, prescribes minimum allotment and trading lot thresholds, and requires enhanced disclosures including trustee consents, detailed instrument terms and a Point of Non Viability clause enabling regulatory write down.

Mutual fund product labeling requires a six level Risk o meter, monthly disclosure and unitholder notification for changes.
The circular mandates depiction of a Risk-o-meter with six risk bands for mutual fund schemes, requires initial assignment at launch, monthly portfolio level evaluation and disclosure within ten days of month end, and scheme level annual reporting of risk and change frequency. Annexure A prescribes a numeric scoring methodology-credit, duration and liquidity metrics for debt; market capitalisation, volatility and impact cost for equity; specified rules for derivatives, REITs/InvITs, gold, foreign securities and fund-of-fund holdings-aggregated by AUM and mapped by thresholds to the six Risk-o-meter levels. Changes must be notified to unitholders and are not treated as fundamental attribute changes.

Dividend option disclosure: clarify that dividends may include return of capital from the equalization reserve, with segregation in statements.
Mutual fund dividend options must be renamed and disclosed to clarify that amounts paid under the dividend option can be distributed out of investors' capital (Equalization Reserve), representing realized gains in the sale price; AMCs must state this in offer documents and ensure consolidated account statements segregate income distribution (NAV appreciation) from capital distribution when distributable surplus is paid.

Listing timeline standardization for privately placed securities mandates prompt listing and penal consequences for delay.
Issuers must follow standardized timelines-closure at T, receipt of funds by T+2 trading day, and allotment with listing application by T+4 trading day-and depositories shall activate ISINs for privately placed debt securities only after stock exchange listing approval; new re issuances should be credited to a temporary frozen ISIN and moved to the existing ISIN upon listing approval.

Monitoring of foreign holdings in depository receipts ensures regulated issuance and daily headroom reporting by depositories.
Framework requires a listed company to appoint one Indian depository as the Designated Depository to compute, consolidate and disseminate ISIN-wise DR information. Domestic Custodians must provide initial and ongoing DR details, maintain underlying permissible securities in a prescribed demat sub type, and report approvals and utilisation for re issuance. Designated and Feed Depositories shall exchange daily investor wise holdings, consolidate outstanding permissible securities, calculate conversion headroom (original DRs less outstanding securities and unutilised re issuance approvals) and publish headroom on their websites.

Undertaking cum Indemnity bond deadline extended; exchanges may modify bond and must notify members accordingly.
Extension of the deadline for Trading Members and Clearing Members to submit the Undertaking cum Indemnity bond for all bank accounts by one month, with Stock Exchanges and Clearing Corporations required to obtain bank account lists, permit modification of the draft undertaking as needed, and notify and publish the revised requirements; issued under SEBI's regulatory authority to protect investor interests and regulate markets.

Relaxation in timelines extended for regulated market intermediaries, easing compliance deadlines for call recordings, KYC uploads, and cyber audits.
SEBI extended relaxation of timelines for specified compliance obligations of trading members, clearing members and related entities, covering maintenance of client order call recordings, upload of client KYC application forms and documents to the KRA system, and completion of the Cyber Security & Cyber Resilience Audit; Stock Exchanges and Clearing Corporations must notify members and publish the extensions, with other prior conditions remaining applicable.

Valuation discretion for COVID-related debt restructuring permitted; conservative valuations required when agencies disagree for mutual fund securities.
Valuation agencies engaged by AMCs/AMFI may, where restructuring proposals are solely due to COVID-19 stress, refrain from recognising such restructuring or non-receipt of dues as default for valuation of money market and debt securities. Debenture Trustees, issuers and lenders must immediately communicate restructuring proposals to investors, valuation agencies, credit rating agencies and AMFI, which shall disseminate the information to members. Valuation must reflect changed terms, issuer stress and repayment capacity; if two agencies differ, the conservative valuation prevails. AMCs remain responsible for true and fair valuation under fair valuation principles and regulations.

Relaxation in issue size revision extended and validity of SEBI observations prolonged subject to lead manager undertaking.
Regulatory relaxation allowing revision in issue size up to fifty percent is extended until March 31, 2021, and validity of SEBI observations expiring between October 1, 2020 and March 31, 2021 is extended until March 31, 2021, subject to an undertaking by the lead manager confirming compliance with Schedule XVI of the ICDR Regulations, 2018 when submitting the updated offer document.

Recovery of defaulter assets: exchanges and clearing corporations must liquidate member assets to satisfy client obligations and amend bye laws.
Stock Exchanges and Clearing Corporations must initiate recovery by liquidating movable and immovable assets of a declared defaulter member, including sale of securities of debit balance clients to the extent of their debit, and commence court proceedings where assets are not in SE/CC possession. Such actions are to be taken within six months of declaration of default. Exchanges and Clearing Corporations must notify members, amend bye laws as needed, and report implementation status monthly to the regulator.

Investment Adviser registration in IFSC now requires separate net worth per activity and annual compliance audit.
Eligibility permits entities recognised in their parent jurisdiction to form a company or LLP to operate in IFSC as Investment Advisers, with no separate formation required if already a company or LLP in IFSC. IAs must provide services only to persons specified in the IFSC Guidelines and comply with relevant overseas regulator requirements for non-resident clients. The IA or parent must meet the net worth requirement separately for each activity, and IAs must conduct an annual audit of compliance with the Investment Adviser Regulations and these Guidelines by a chartered accountant or company secretary.

Preferential issue pricing flexibility for listed REITs permits alternative VWAP-based floor with a three-year lock-in.
REITs may not undertake a subsequent institutional placement until two weeks after a prior institutional placement effected via special resolution. For preferential issues made until December 31, 2020, REITs may opt for a pricing floor equal to the higher of a 12 week or 2 week weekly high low VWAP average; units issued under this method will be locked-in for three years and all allotments from the same unitholders' approval must follow the same pricing method. Previously locked sponsor units may be counted for lock-in computation but will not be freshly re-locked if free of lock-in at the time of issue.

Preferential issue pricing revised: temporary two week or twelve week VWAP option with three year lock in for listed InvITs.
The circular permits listed InvITs to use, for preferential issues until December 31, 2020, a pricing method where the issue price is not less than the higher of a twelve-week or two-week VWAP-based weekly average, mandates a three-year lock-in for units issued under that method, and requires uniform pricing method across allotments from the same unitholder approval. It also provides that no subsequent institutional placement may occur until two weeks after a prior institutional placement, and that previously sponsor-locked units count toward lock-in computation without being re-locked if free of lock-in at the time of the preferential issue.

Resources for trustees compliance deferred; earlier trustee resource guidelines now applicable from January 1, 2021.
Compliance with prior guidelines on resources for trustees of mutual funds is deferred and shall apply from January 01, 2021; all substantive obligations and conditions of the August 10, 2020 circular remain unchanged. The circular emphasizes statutory authority to support investor protection and trustee governance standards applicable to Mutual Funds, Asset Management Companies, trustee companies and boards of trustees.

Client level segregation of advisory and distribution mandates single service choice within adviser groups and strict compliance obligations.
SEBI requires Investment Advisers to implement client-level segregation of advisory and distribution services within adviser groups using PAN as control, treat dependent family members as a single client where applicable, obtain annual auditor certification of segregation compliance, and advise direct (non commission) plans where available. Advisers must enter into prescribed written investment advisory agreements prior to rendering advice or charging fees, follow specified fee regimes under Assets under Advice or Fixed Fee modes with supporting documentation and restrictions, maintain verifiable client interaction records for prescribed retention periods, conduct annual compliance audits with reporting, and comply with registration, qualification, risk profiling and disclosure requirements within stated timelines.

System-Driven Disclosures require listed companies to provide promoter PANs to depositories, with prompt sharing and same-day updates.
Listed companies must provide PAN numbers of promoters, promoter group members, designated persons and directors to the designated depository in the prescribed format; for PAN exempt entities, investor demat account numbers are to be provided. The designated depository will share this information with the other depository. Listed companies must update the designated depository on the same day for any subsequent changes, and the designated depository will share incremental changes the same day. Other procedural requirements of the earlier SDD circular remain applicable.

Write-off of shares: FPIs may now write off all unsellable holdings when surrendering registration, subject to prescribed process.
Write-off of shares held by Foreign Portfolio Investors is expanded to permit FPIs to write off shares of any company they are unable to sell when surrendering registration, replacing the prior limitation to unlisted, illiquid, suspended, or delisted shares; the write-off must follow the process set out in paragraph 17 of Part C of the Operational Guidelines and custodians are to notify their FPI clients.