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Circulars
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Streamlining the Process of Rights Issue
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Dematerialized Rights Entitlements enable tradable rights with T+2 settlement and mandatory ASBA subscription.
SEBI streamlined rights issue procedures by introducing dematerialized Rights Entitlements (REs) with a separate ISIN credited to eligible shareholders before issue opening, enabling trading of REs on stock exchanges on a T+2 rolling settlement basis, mandating ASBA for applications, requiring physical shareholders to furnish demat details for credit of REs, and prescribing reconciled allotment, credit to demat accounts and bank unblocking procedures; unrenounced REs lapse and are extinguished post allotment.
Non-compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Standard Operating Procedure for suspension and revocation of trading of specified securities
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Suspension and freezing of promoter shareholding - trade-for-trade trading and fines apply for listing regulation breaches.
Non-compliance with specified Listing Regulations triggers a framework where recognized stock exchanges impose prescribed fines, publish actions, and coordinate with depositories to freeze or unfreeze promoters' entire shareholding and other demat securities; repeated or continuing defaults may lead to movement to "Z" category, suspension of trading, limited trade-for-trade trading during suspension, and initiation of compulsory delisting if non-compliance persists.
Guidelines for rights issue of units by a listed Infrastructure Investment Trust (InvIT)
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Rights issue by listed InvITs: prescribed eligibility, merchant banker due diligence, disclosure, ASBA payment and allotment rules govern issuance.
Rights issues by listed InvITs require board approval of the investment manager, listing of the same class of units, in principle stock exchange approval, ongoing compliance with listing obligations, and absence of disqualified persons. The investment manager must appoint merchant banker(s) (including a lead), conduct due diligence, file a draft letter of offer with the Board and stock exchanges, invite public comments, address Board observations, and include Annexure I disclosures. Operational rules cover record date announcement, timelines for opening and closing, demat credit of entitlements, mandatory ASBA payment, minimum subscription threshold, allotment priority and listing of allotted units, alongside filing an allotment report.
Guidelines for rights issue of units by a listed Real Estate Investment Trust (REIT)
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Rights issue procedure for REITs mandates eligibility, merchant banker oversight, disclosures, ASBA payment and allotment rules.
Guidelines prescribe conditions for REIT rights issues including board resolution, pre-existing listing of same class units, in principle exchange approval, and absence of disqualifying statuses; require appointment of lead merchant banker and intermediaries with mandated due diligence; mandate filing and public posting of a draft letter of offer with prescribed disclosures and Board observations; set pricing, record date announcement, ASBA payment, dematerialised allotment and specified subscription, allotment and listing procedures; and impose restrictions on further capital issues until listing or refund, with required post-issue allotment reporting.
Format for Statement indicating Deviation or Variation in the use of proceeds of issue of listed non-convertible debt securities or listed non-convertible redeemable preference shares (NCRPs)
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Statement on deviation in use of proceeds for listed non-convertible debt and preference shares must be filed half-yearly.
Listed entities issuing listed non-convertible debt securities or non-convertible redeemable preference shares must file a half-yearly Statement indicating Deviation or Variation in the use of proceeds in the Annexure-A format, within 45 days of each half year until funds are fully utilised. The report must quantify deviations from objects and allocations, include explanations, auditor comments, and be reviewed by the Audit Committee or Board, with the committee's comments filed with the stock exchange.
Options in Goods - Product Design and Risk Management Framework
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Options in goods permitted; physical settlement and enhanced risk management and disclosure obligations now required.
The circular permits launch of Options in Goods in commodity derivatives subject to prior regulatory approval, mandatory public disclosures of top participants' open interest, and enhanced surveillance. Options must use underlying goods for which futures exist or are proposed and must match futures' specifications and settlement methodology; exercise results in physical delivery and follows a prescribed ATM/CTM/ITM/OTM mechanism with fair assignment to short positions. Position limits align with futures norms and Clearing Corporations must adopt CPMI IOSCO compliant risk management including risk based initial margins, portfolio client margining, real time scenario application and mark to market treatment of options.
Exemption from clubbing of investment limit for foreign Government agencies and its related entities
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Foreign portfolio investors: exemptions from clubbing of limits by treaty and updated operational, KYC and monitoring rules.
SEBI amended Operational Guidelines to exempt certain foreign government agencies and related entities from clubbing of investment limits where such exemption is provided by treaty, agreement or Central Government order, and issued consolidated Operational Guidelines under the SEBI (FPI) Regulations, 2019 covering FPI registration, KYC and BO requirements, investor-group and individual limit monitoring with depository-level red-flag alerts, breach notification and proportionate disinvestment procedures, ODI issuance and reporting rules, and operational requirements for DDPs, custodians and exchanges.
Operating Guidelines for Investment Advisers in International Financial Services Centre.
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Investment adviser registration in IFSC requires prescribed qualifications, certification, net worth and annual compliance audit for operating eligibility.
The guidelines require entities seeking Investment Adviser registration in IFSC to apply under the Investment Adviser Regulations, meet corporate-form and recognised-entity eligibility, submit prescribed fees and documentation (including recent net worth certification and credit score for overseas applicants), and provide services only to specified client categories. Ongoing compliance mandates professional qualifications, mandatory certification (domestic accreditation for advice on domestic securities), a specific net worth requirement with separate maintenance per activity and annual compliance audit by qualified professionals.
Annual System Audit
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Annual system audit requirement ensures independent IT controls assessment, documented non compliances and mandated regulatory reporting.
SEBI mandates an Annual System Audit for Market Infrastructure Institutions covering IT environment, governance, security, change control, business continuity and vendor/HR practices. Auditors must meet selection and rotation norms, be free of conflicts, have sector experience and CERT In empanelment. Audit reports must document findings with evidence, risk ratings, remediation plans and timelines, address previous open items, be placed before the Governing Board, and be submitted to SEBI within prescribed timelines along with an MD/CEO security declaration; follow on audits or verified Action Taken Reports are required as applicable.
Contribution by a non-defaulting member in the Default waterfall of Clearing Corporations
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Capped additional contribution by non-defaulting members limits and structures replenishment obligations after defaults.
Contributors must make monthly Core SGF contributions before the month; where Core SGF is used, members must replenish their individual usage immediately but only once within a thirty calendar day period from the Clearing Corporation's notice of default. Failure to replenish is temporarily met first by the Clearing Corporation and then by the regulator. Layer VII allows a single-call capped additional contribution by non-defaulting members within the same thirty day window, permits unconditional resignation subject to settlement and dues, caps contributions by segmental limits, and allows allocation of unrecovered losses to the prior layer with regulator approval.
Strengthening of the rating process in respect of β€˜INC’ ratings
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Issuer not cooperating (INC) ratings: downgrade to non-investment grade and suspension of new ratings until cooperation resumes.
SEBI requires CRAs to downgrade instruments to non-investment grade with INC status where an issuer's ratings remain non-cooperative for a prolonged period and to suspend assignment of new ratings until cooperation resumes or withdrawal. It prescribes a standard No Default Statement template for issuer confirmations of defaults and payment delays, and permits earlier withdrawal of ratings on multi-rated instruments subject to continuous rating tenure, a bondholder no-objection certificate, and an issuer undertaking; withdrawal must be accompanied by an assigned rating and a press release explaining reasons.

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Acts Income Tax