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Circulars
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Revision of transaction charges by the stock exchanges
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Revision of transaction charges must preserve market integrity and risk controls while being applied uniformly and transparently.
Stock exchanges reducing or waiving transaction charges must ensure system capacity for additional load, maintain existing risk management, avoid favouring selective trades or investor categories, prevent artificial demand and market irregularities, and apply charges uniformly and transparently; exchanges must notify members and publish the measures online; issued under Section 11(1) of the Securities and Exchange Board of India Act, 1992 to protect investors and regulate the securities market.
Prior approval for re-commencing trading on the Stock Exchange
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Prior approval for resuming stock exchange trading required; exchanges must establish adequate systems and obtain regulatory clearance.
Exchanges inactive for six months or more must obtain prior SEBI approval and ensure adequate trading systems, clearing and settlement arrangements, monitoring and surveillance, risk management systems, and compliance with regulatory requirements before resuming trading; they must also complete the Annual Systems Audit within sixty days of trading commencement. Exchanges inactive for less than six months must ensure regulatory compliance, board review, and report to SEBI in development reports prior to resumption.
Statement of additional information (SAI) & Scheme Information Document (SID) to be made available on SEBI website
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Document disclosure requirements: mutual funds must file SAI and SID electronically for central publication with certified matching hard copies.
AMCs must submit SAI soft copies in PDF within seven days and SID soft copies in PDF plus printed/final SID two working days prior to scheme launch; updated SAI and SID filings in PDF with printed copies are required within seven days of revision. AMCs must upload SID to the industry association website two working days prior to launch and provide an undertaking certifying that the electronic documents match the hard copies, are current and relevant, and that the AMC is fully responsible for their content.
Filing of offer documents with the Board under Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009
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Filing requirements for offer documents: regional submission rules and copy obligations govern merchant banker submissions.
Issuers making public or rights issues must file a draft offer document or offer document with the Board as required by the ICDR Regulations; merchant bankers must file such documents at designated SEBI regional offices based on the issuer's registered office and the estimated issue size, and must submit five copies of the draft or final offer document to the specified office.
Systems Audit of Mutual Funds
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Systems audit requirement: mutual funds must obtain independent CISA/CISM audits biennially and submit reports to trustees and regulator.
Mutual funds must commission a systems audit by an independent CISA/CISM qualified or equivalent auditor covering front office/back office integration, fund accounting and NAV calculation systems, financial accounting and reporting, unit holder administration and servicing, funds flow processes, systems for regulatory compliance and prudential investment limits, and access controls; audits are to be conducted biennially, placed before trustees and the audit report with trustee comments submitted to the regulator.
Applicability of Delisting Regulations- Transitional Provisions
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Applicability of delisting regulations: prior special resolutions may proceed if implemented promptly; otherwise fresh resolution under new rules required.
If a special resolution under the earlier Delisting Guidelines was passed before commencement of the Delisting Regulations, the delisting may proceed under the Delisting Guidelines only if that resolution is acted upon within three months of this circular; "acted upon" requires implementation steps including opening the book building process for determination of the exit price under Clause 8.1. If not acted upon within that period, a fresh special resolution is required and delisting must proceed under the Delisting Regulations.
Compliance with Regulation 16(8) of SEBI (Portfolio Managers) Regulations, 1993.
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Regulation 16(8) compliance: freeze non compliant client portfolios, permit only sales/transfers, and require records retention.
Portfolio managers must freeze portfolios of clients non-compliant with Regulation 16(8), disallow fresh purchases for such clients, permit sales and transfers from frozen portfolios to the client's account, and may accept new clients only subject to these measures. Services may be discontinued after three notices to uncooperative clients with securities/funds returned, and client-wise records must be retained for eight years.
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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Dematerialization requirement enables shifting securities from trade-for-trade to rolling settlement upon majority demat holdings and certification.
Shifting securities from Trade-for-Trade Settlement to normal Rolling Settlement is permissible where companies have connectivity with both depositories and at least half of non promoter holdings are in dematerialized mode, certified by the RTA or, if no separate RTA exists, by a practicing Company Secretary or Chartered Accountant; exchanges must ensure no other grounds exist for maintaining Trade for Trade and report the action in the Monthly/Quarterly Development Report.
Allocation methodology of debt investment limits to FIIs
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Investment limit allocation: government debt allocated by bidding then FCFS, subject to per-entity caps and utilisation window.
Allocation of unutilised government debt limits to FIIs occurs via a bidding allocation on the National Stock Exchange on September 8, 2009 with a per-entity cap of Rs. 800 crore; residual government debt is allocated on a first come first served basis under SEBI's January 31, 2008 process with a per-entity ceiling of Rs. 249 crore, requests to be sent to the dedicated SEBI email, the FCFS window opening at 23:59 IST on September 9, 2009 and utilisation required within 11 working days.
Application under sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957 for relaxing strict enforcement of clause (b) to sub-rule (2) of rule 19 thereof
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Relaxation of listing requirements: conditions and disclosures required to list securities without an initial public offer under SCRR.
Conditions and procedures for Board consideration of applications under sub rule (7) of rule 19 SCRR to relax clause (b) to sub rule (2) for listing without an IPO: eligibility and documentation for transferee issuers under court sanctioned schemes, percentage public holding and lock in requirements, timelines and mandatory disclosures prior to trading; separate eligibility and disclosure rules for listing differential rights shares issued to existing shareholders; and conditions for listing warrants issued with non convertible debentures through qualified institutional placement, with applications to be routed via the designated stock exchange and subject to further Board conditions.
Amendments to Equity Listing Agreement
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Board meeting notice requirement: companies must notify the stock exchange in advance of meetings to fix issue price for fixed price FPOs.
Amendment to clause 19 of the equity listing agreement inserts a sub clause requiring that where a further public offer is to be made through the fixed price route, the company shall notify the stock exchange at least 48 hours in advance of the proposed Board of Directors meeting convened for determination of issue price; the change incorporates provisions previously in rescinded guidelines and aligns with the ICDR Regulations governing issue of capital and disclosures.
Amendments to SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999
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Employee stock option guideline amendments shift IPO-related compliance to the Issue of Capital and Disclosure framework, streamlining provisions.
The Guidelines were amended to remove IPO-related issuance provisions and redundant Central Listing Authority procedures, transferring those compliance requirements to the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. Clauses deleted include clause 15 and its subclauses, and clauses 22.4 and 22.5; clause 22.2 now refers to the ICDR Regulations instead of clause 15.3, and clause 22.3 deletes the Central Listing Authority application requirement.
Disclosure of investor complaints and arbitration details on Stock Exchange website
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Transparency in grievance redressal requires exchanges to publish investor complaints, arbitration disposals and penal actions online.
SEBI directs all Stock Exchanges to disclose on their websites details of investor/client complaints, arbitration proceedings involving clients, and penal actions against trading members using prescribed templates (Reports 1A-4B). Reports 1A and 2A must be updated weekly; other reports quarterly. Exchanges must notify market participants, publish the reports within one month, amend bye-laws if necessary, and report implementation status monthly to SEBI. The disclosure regime standardises fields, status categories and ordering of entries and is issued under Section 11(1) of the SEBI Act for investor protection and market regulation.
Anti Money Laundering (AML) Standards/Combating Financing of Terrorism (CFT)/Obligations of Securities Market Intermediaries under Prevention of Money Laundering Act, 2002 and Rules framed there-under.
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Anti Money Laundering due diligence: intermediaries must apply enhanced CDD, file STRs, and continuously screen clients.
Intermediaries must apply enhanced due diligence to expanded categories of Clients of Special Category, maintain and preserve detailed records and findings for ten years, ensure the Principal Officer and senior compliance have timely access to CDD and transaction data, file Suspicious Transaction Reports whenever there are reasonable grounds irrespective of thresholds, and continuously screen new and existing customers against the UN sanctions consolidated list with immediate reporting of matches to the regulator and FIU.
EXCHANGE TRADED INTEREST RATE FUTURES
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10-Year notional GoI security futures: VWAP pricing, demat physical delivery, VaR margins and default penalties.
Introduction of 10-Year Notional coupon-bearing GoI security futures requires exchange approval, published deliverable baskets and conversion factors, VWAP-based Daily Settlement Price with theoretical-price fallbacks adjusted for cost of carry, demat physical delivery with T+2 settlement after a two-business-day delivery intention, invoice price computed using conversion factors plus accrued interest, buy-in/auction default procedures with specified penalties, and VaR-based Initial Margin, SPAN portfolio margining, position limits and segregation of client margins.
Code of Conduct for Intermediaries of Mutual Funds
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Intermediary conduct: mandatory code requires full commission disclosure, prohibition on rebates and non compliant intermediary blacklisting.
Intermediaries must follow a revised code requiring compliance with SEBI mutual fund regulations, full disclosure of all commissions for competing schemes, suitability based recommendations, risk disclosure, and maintenance of infrastructure and confidentiality. The code forbids assuring returns, commission driven recommendations, churning, collusion in fraudulent practices, rebating commissions, and misleading comparisons. AMFI certification for sales personnel is mandated; mutual funds must report non compliant intermediaries to AMFI and SEBI and must not engage with those who breach the code.
Amendment to SEBI (DIP) Guidelines, 2000 – Rights Issue Process/ Procedure
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ASBA in rights issues: mandatory ASBA option and streamlined disclosure and allotment procedures enhancing investor demat credit and issuer obligations.
The amendments rationalise rights-issue disclosures, make ASBA applicable to rights issues for shareholders holding dematerialised shares and require explicit ASBA election in application forms; they expand and standardise letter-of-offer and abridged-letter-of-offer contents, tighten materiality and risk-disclosure rules, and mandate that rights-issue proceeds may be utilised only after the basis of allotment is finalised, with a shortened finalisation timeline and specified issuer undertakings and transitional applicability rules.
Exit load - Parity among all classes of unit holders
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Exit load parity: equal exit load treatment across all unit-holder classes at the portfolio level, with changes applied prospectively.
Mutual funds must apply identical exit load treatment to all classes of unit holders at the portfolio level, and any imposition or enhancement of exit load must be applicable only to prospective investments, in accordance with the regulator's prior principle; funds and AMCs are required to implement these measures to protect investors and ensure regulatory compliance.
Exit load - Parity among all classes of unit holders
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Exit load parity: mutual funds must not charge different exit loads based on subscription amount.
Mutual funds and AMCs must not impose different exit loads based on the amount of subscription; all unit holders must be treated equally for exit load charging, with required disclosure of quantitative discounts and a prohibition on changes that adversely affect existing unit holders, pursuant to SEBI's regulatory powers to protect investors.
Interpretative circular under regulation 5 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 1997 - Applicability of provisions of regulation 11 (2) thereof, as amended on October 30, 2008
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Exemption for limited share acquisitions: controlling holders may acquire a small additional stake without public offer, subject to market conditions.
An acquirer who, together with persons acting in concert, holds a controlling majority but is below the takeover threshold may acquire a limited additional stake without a public announcement, provided such acquisition is through open market normal segment purchases or pursuant to a buyback, excludes bulk/block/negotiated/preferential deals, is aggregated across purchases without netting sales, may occur in one or more tranches without time restriction, and must not result in the acquirer's combined shareholding exceeding the regulatory upper shareholding cap.

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