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Circulars
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Review of Annual Issuers’ charges
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Annual issuers' custodial charges revised; depositories may levy per-folio fees with minimums and penal interest for late payment.
Depositories may levy per-folio (ISIN position) custody fees from issuers subject to prescribed minimum annual fee slabs and applicable service tax; issuers must pay based on folio counts as at 31 March of the preceding financial year by 30 April each year, and depositories may charge penal interest up to 12% p.a. for late payment.
Allocation methodology of debt investment limits to FIIs
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Debt investment allocation to FIIs via open bidding platform; price-based allocation with time priority and utilisation deadline.
An open bidding platform administered by stock exchanges will allocate a designated portion of FII corporate debt investment capacity. Bids, placed via trading members, are priced in basis points and allocated by price then time priority. The procedure specifies minimum bid and tick sizes, a minimum flat fee or the bid price payable by successful bidders, conversion of limits into rupee terms at the RBI reference rate on bid date, and a per-entity allocation cap; utilisation periods and a separate first-come, first-served route for smaller allocations are also prescribed.
Amendments to Equity Listing Agreement
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Promoter share encumbrance disclosure required: listing formats now mandate pledged share details in shareholding pattern and quarterly reports.
Amendments mandate disclosure of promoter and promoter group shares pledged or otherwise encumbered in the Equity Listing Agreement: Clause 35's shareholding pattern must add fields for pledged shares and a promoter schedule showing each promoter's total shares and encumbered shares with percentages; Clause 41's quarterly financial results format must similarly disclose pledged and non encumbered promoter holdings with percentages. Stock exchanges must implement the revised formats immediately, report implementation status to the regulator, and commence reporting from the quarter ending March 31, 2009, with limited transitional relief for prior year quarter comparisons.
Formats for disclosures under regulation 8A(1), 8A(2), 8A(3) and 8A(4) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997
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Disclosure of pledged promoter shares required in prescribed formats; promoters and companies must file reports when thresholds are exceeded.
Mandates standardized disclosure formats for pledge transactions: promoters/promoter-group must report to the company (Annexure A) pre-transaction holdings, transaction type (pledge/revoke/invoke), numbers and post-transaction percentages; companies must report to stock exchanges (Annexure B) whenever aggregate promoter/promoter-group pledges exceed the regulatory threshold in a quarter, supplying chronological transaction details and aggregated post-transaction percentages. Stock exchanges are to notify listed companies; ''entity'' denotes promoter or person in promoter group.
Establishment of Connectivity with both depositories NSDL and CDSL –Companies eligible for shifting from Trade for Trade Settlement (TFTS) to normal Rolling Settlement
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Dematerialisation requirement: securities may shift from trade for trade to rolling settlement if non promoter holdings are dematerialised and certified.
Stock exchanges may shift securities from Trade-for-Trade to normal Rolling Settlement where issuers have established connectivity with both depositories and the required proportion of other than promoter holdings is dematerialised; the issuer must submit a certificate from its RTA or, if no separate RTA exists, from a practicing company secretary or chartered accountant, and exchanges must ensure no other grounds for continuation of TFTS exist and report actions in their Monthly/Quarterly Development Report.
Portfolio of “Liquid Schemes” and nomenclature of “Liquid Plus” schemes
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Liquid fund maturity limits tightened, requiring shorter dated debt, mandated disclosure, and discontinuation of "Liquid Plus" nomenclature.
Liquid fund schemes and plans must confine investments to debt and money market instruments of progressively shorter residual maturities, with rules for computing residual and weighted average maturities and identical limits applying to securities with put/call options; settlement on non business days is deferred to the next business day. These conditions must be disclosed in offer documents and form binding investment allocation constraints. Transitional permission for specified inter scheme transfers is time limited, after which tightened limits apply. The nomenclature "Liquid Plus" must be discontinued and compliance confirmed within thirty days.
Indicative Portfolios and Yields in Mutual Fund schemes
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Prohibition on indicative portfolios and yields: mutual funds and distributors must cease such communications and ensure trustee oversight.
Mutual funds are prohibited from offering or disseminating any indicative portfolios or indicative yields for debt and fixed income schemes; no communication in any form by mutual funds or their distributors may present such indicatives. Asset Management Companies and Trustees must monitor compliance and report adherence in their statutory reports, pursuant to the regulator's statutory powers to protect investor interests.
Revisions in submission of reports on two way fungibility of ADRs/GDRs
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Two-way fungibility of ADRs/GDRs reporting must be included in the custodians' monthly Part F report with a prescribed format.
Custodians must submit the report on two-way fungibility of ADRs/GDRs as Part F of the monthly report (per the July 21, 2008 SEBI circular), abandoning separate hard-copy or floppy submissions. Copies of contract notes need not be routinely filed; SEBI will requisition them when required. An appended reporting format captures issuance, redemption, reissuance, market sales, outstanding ADRs/GDRs, shares deposited, contract value and unsold share quantities to facilitate monitoring.
Establishment of Connectivity with both depositories NSDL and CDSL – Companies eligible for shifting from Trade for Trade Settlement (TFTS) to normal Rolling Settlement
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Dematerialisation requirement: securities may shift from trade-for-trade to rolling settlement when non-promoter holdings are dematerialised.
Shifting securities from Trade-for-Trade Settlement to Rolling Settlement is allowed once a company connected to both depositories demonstrates that at least 50% of other-than-promoter holdings are dematerialised via a certificate from its RTA or, if no RTA exists, from a practicing Company Secretary or Chartered Accountant; exchanges must also confirm absence of other grounds for continuation of TFTS and report the action in their development reports to the regulator.
Guidelines in respect of exit option to Regional Stock Exchanges
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Exit option for regional stock exchanges: conditions for asset retention, broker de registration and shareholder exit.
Guidelines permit de recognised or surrendering Regional Stock Exchanges to retain assets subject to conditions: transfer Investor Protection and Services Funds and the 1% security deposit to SEBI's Investor Education and Protection Fund (with refund conditions for the 1% deposit); transfer outstanding statutory dues to SEBI; brokers cease to be trading members with automatic SEBI registration cancellation and remain liable for registration fees payable until de recognition, recoverable by the exchange and transferrable to SEBI. Exchanges continuing as companies must drop 'stock exchange' from names; exclusive issuers must seek new listing or provide shareholder exit under delisting norms; exchanges must reserve funds to settle pending claims and liabilities.
Review of Provisions relating to Close Ended Schemes
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Mandatory listing of close ended scheme units required; daily NAV publication and debt maturity alignment enforced by mutual funds.
Units of close ended mutual fund schemes must be mandatorily listed, listing fees treated as permissible expenses, in principle listing approval obtained and disclosed in the Scheme Information Document, and NAV computed and published daily. Close ended debt schemes may invest only in securities maturing on or before the scheme's maturity. Schemes with final observations but not launched must revise their Scheme Information Documents and file them before launch.
Listing and trading of warrants issued as part of a Qualified Institutions Placement (QIP) being a combined issuance of Non-convertible Debentures with Warrants
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Listing and trading of warrants in QIP combined NCD warrant issues require specific listing relaxation and a set minimum contract value.
Permits combined issuance of Non-Convertible Debentures with warrants through QIP and allows NCDs and warrants to be listed and traded separately; NCDs do not require additional Rule 19(2)(b) relaxation due to relief under the debt listing regulations, whereas warrants require specific relaxation for listing and trading; the minimum contract value for trading NCDs and warrants is fixed and the amendments are effective immediately.
Amendments to SEBI (Disclosure and Investor Protection) Guidelines, 2000
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Issuance of NCDs with warrants: QIBs may subscribe combined or separately; listing of warrants requires rule relaxation.
Amendments permit issuance of Non Convertible Debentures with warrants under Qualified Institutions Placement: QIBs may subscribe to the combined offering or to either instrument where separate books are run. A company must obtain a listing rule relaxation for listing/trading of the warrants. The change is effected by inserting a clause allowing subscription to combined or individual instruments and by amending the Chapter's opening text to include NCDs with warrants; the amendments took immediate effect and require merchant banker compliance.
Maintenance of Security Deposit of 1% of the amount of securities offered to public/shareholders by issuer companies with the designated stock exchanges
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Security deposit maintenance requires exchanges to preserve issuer deposits and enforce or renew bank guarantees promptly.
Stock exchanges must ensure issuer companies maintain the required security deposit before opening subscription lists and keep it intact; they must recoup shortfalls from expired bank guarantees by obtaining cash or fresh/renewed guarantees, implement a tracking system with alerts at least one month before guarantee expiry, and invoke guarantees if issuers fail to restore deposits within the specified timeframe. Exchanges may not adjust the security deposit against any dues of the issuer and must implement these directions within the regulator-prescribed compliance period.
Cross Margining across Exchange traded Equity (Cash) and Exchange traded Equity Derivatives (Derivatives) segments
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Cross margining facility extended across cash and derivatives, enabling client-level margin offsets and reduced spread margin benefits.
SEBI extends cross margining across exchange-traded equity cash and equity derivatives to all market participants, allowing offset of specified derivative and underlying cash positions (with prioritized matching and eligible replicated baskets) to reduce aggregate margin. A spread margin is levied on eligible offsetting positions and benefits are computed at client level in real time and passed to clients; institutional investors receive benefits after trade confirmation. Clients may use arbitrage and non-arbitrage accounts under a unique client code. Exchanges must update systems, rules, and agreements; in default exchanges may hold or liquidate cross-margined positions and apply proceeds across segments.
Establishment of Connectivity with both depositories NSDL and CDSL – Companies eligible for shifting from Trade for Trade Settlement (TFTS) to normal Rolling Settlement
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Dematerialisation requirement enables shift from trade for trade to rolling settlement upon certified demat status and no other grounds.
Exchanges may shift specified securities from Trade for Trade Settlement to Rolling Settlement only if at least half of non promoter holdings are dematerialised and the issuer furnishes a certificate from its Registrar and Transfer Agent (or, if no RTA, from a practicing Company Secretary/Chartered Accountant), and provided there are no other grounds for continuation of Trade for Trade Settlement; exchanges must report actions taken in the Monthly/Quarterly Development Report.
Establishment of Connectivity with both depositories NSDL and CDSL – Companies eligible for shifting from Trade for Trade Settlement (TFTS) to normal Rolling Settlement
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Dematerialisation requirement: shift from trade for trade to rolling settlement permitted if majority non promoter holdings are dematerialised and both depositories connected.
Companies with connectivity to both depositories may be shifted from trade for trade to rolling settlement if a majority of non promoter holdings are dematerialised, evidenced by a certificate from the Registrar and Transfer Agent or, if no RTA exists, from a practicing Company Secretary or Chartered Accountant, and if there are no other grounds to continue trade for trade treatment; stock exchanges must report such actions in their development reports.
Issuance of Electronic Contract Notes (ECNs) in Equity Derivatives Segment
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Electronic contract notes expanded to equity derivatives, with mandated digital signature validity and standard messaging formats.
Extension of electronic contract notes to the equity derivatives segment permitting ECNs generated through Straight Through Processing to serve as valid legal documents, adopting IFN 515 and IFN 598 messaging formats, and requiring exchanges to amend bye-laws to permit standard pre-printed terms, allow digital signatures on ECNs, and prescribe a uniform issuance format; where necessary, standard terms absent from ECNs must be incorporated into Client Broker Agreements or Tripartite Agreements.
Time period for utilization of the debt limits
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Time period for debt limit utilization reduced to 11 working days; custodians must notify their clients promptly.
The period for utilization of an allocated debt limit is amended to 11 working days from the date of allocation, where "working days" means working days of SEBI; custodians must notify their clients. This amendment supersedes the earlier 15 day timeframe to the extent stated and the circular is available on the regulator's website.
Review of Securities Lending and Borrowing (SLB) Framework
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Securities Lending and Borrowing tenure extension with corporate-action adjustments to balance market functioning and risk.
The circular increases SLB contract tenure and prescribes corporate-action adjustments: dividends recovered from the borrower at reverse leg and passed to the lender; stock splits result in proportional position adjustments; other corporate actions cause transaction foreclosure from the day before the ex-date with pro-rata lending fee recovery and return to the borrower. SLB session timing is extended to normal trading hours. Exchanges must adopt common risk-management practices balancing commercial viability and adequate controls, may take margins in cash and prescribed cash equivalents, and must amend rules and systems to implement these requirements.

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