Offer for Sale expansion: retail reservation and non promoter participation enabled, with separate cut off pricing and allocation rules.
SEBI expands the OFS mechanism to be available to top 200 companies by market capitalization and permits non promoter shareholders holding at least 10% to offer shares. A minimum 10% of every OFS must be reserved for retail investors (defined by an aggregate bid value cap), with cut off prices and allocations determined separately for retail and non retail categories; unutilized retail portions roll to non retail and excess retail demand at cut off is allotted proportionately. Sellers must notify exchanges on prescribed timelines, exchanges must disseminate notices immediately, and disclosed retail discounts may apply to allocation prices.

Corporate governance: stock exchanges must monitor AGM scheduling to protect shareholder participation rights.
Stock exchanges must strengthen surveillance to detect and prevent practices that restrict shareholder participation at AGMs, such as scheduling related-company meetings with only a 15-minute interval, which prima facie prejudices investor interests. Exchanges are required to monitor listed companies' compliance with listing conditions and the Principles of Corporate Governance, and to ensure that procedures do not make it unduly difficult or expensive for shareholders to vote, in line with the revised Clause 49 effective October 1, 2014.

Position limits for domestic institutional investors clarified - subject to sectoral regulator permission; banks must follow central bank guidance.
Position limits for domestic institutional investors in permitted currency derivatives pairs shall follow paragraph 12(a) of SEBI Circular CIR/MRD/DP/20/2014, subject to permission from their sectoral regulators; banks trading in the segment must follow the central bank's DIR-series guidance in paragraph 3. Stock Exchanges and Clearing Corporations must amend bye laws and systems, notify brokers and clearing members, disseminate the circular on their websites, and report implementation status to SEBI.

Government debt investment limit increased for FPIs; incremental allocation subject to three-year minimum residual maturity.
The circular reallocates government debt capacity by increasing the FPI allocation and reducing the long term FPI tranche within the overall cap; incremental and replacement investments against vacated limits must be placed in government bonds with a minimum residual maturity of three years, while there is no lock in and existing auctioned limits are grandfathered.

Disclosure obligations for AIFs updated: extended deadline, limited disciplinary disclosure, biannual reporting and definition clarifications.
SEBI extends the deadline to August 31, 2014 for sending the annexure to the placement memorandum. Disciplinary-history disclosure is confined to the last five years and to instances involving monetary penalties above the specified threshold; disputed tax liabilities in an individual's personal capacity are excluded and contingent liabilities are those shown in the entity's books. Modifications to fund terms must be reported to investors and SEBI semi annually on a consolidated basis. Material changes affect fundamental fund attributes, and exit-process rules do not apply where seventy five percent of unit holders by value approve. Joint investors are defined by mutual contribution; investee companies must hold or propose at least one project.

Delivery Instruction Slip transition rules allow limited transit acceptance of old slips and require DP notification to holders.
The circular directs depositories and Depository Participants to strengthen supervision of Delivery Instruction Slip (DIS) issuance and processing: DPs must inform Beneficial Owners that old DIS cannot be used after receipt of new DIS, permit a limited transit acceptance period for old DIS, publish and communicate the requirements, amend bye-laws as necessary, and report implementation status to the regulator.

Annual physical statement dispatch for zero balance demat accounts may be discontinued if no maintenance charge is received.
DPs must send at least one annual physical statement of holdings to BOs whose demat accounts have zero balance and nil transactions after one year and inform BOs that dispatch may be discontinued if the account continues to remain zero balance; non-receipt of Annual Maintenance Charge may also justify discontinuance. Electronic statements must be sent to BOs with registered email ids, and DPs must provide physical statements on request. Suspended securities are excluded when valuing holdings for BSDA eligibility. Depositories must amend bye-laws, notify DPs, disseminate the circular, and report implementation to SEBI.

FATCA registration required for Indian financial institutions to obtain GIINs and avoid withholding; guidance covers overseas branch compliance.
The circular directs SEBI registered financial intermediaries to follow the Government's FATCA registration guidance: postpone registration until the formal IGA is signed, but register within the permitted period to obtain a Global Intermediary Identification Number (GIIN) to avoid FATCA withholding. Overseas branches in jurisdictions that permit registration or have Model One arrangements may obtain GIINs; branches in jurisdictions that do not permit registration will be subject to withholding. Parent/head office registration prerequisites and dissemination duties for Stock Exchanges and Depositories are also specified.

Alignment of employee benefit schemes extended until new regulations are notified, while secondary market acquisition remains prohibited.
Existing employee benefit schemes must be aligned with SEBI (ESOS and ESPS) Guidelines, 1999, but the timeline for such alignment is extended until new regulations are notified; the existing prohibition on acquiring securities from the secondary market remains in force until schemes are aligned with the new regulations.

FPI participation in currency derivatives permitted subject to position limits, underlying exposure requirement and reporting obligations.
FPIs are permitted to trade in the exchange traded currency derivatives segment if eligible under FEMA schedules, subject to position limits per stock exchange. FPIs may take long and short positions up to prescribed thresholds without underlying exposure; exceeding long thresholds requires underlying exposure in Indian debt or equity securities. Short positions have a separate cap and breaches restrict further shorting until compliance. Clearing corporations and custodians must report aggregated positions and underlying exposure market values to the FPI's designated bank.

Minimum AUM requirement for debt schemes mandates maintained corpus and remedial scaling on breach to protect investors.
Open-ended debt oriented schemes must maintain a rolling half-yearly average AUM at or above the prescribed threshold; existing schemes have one year to comply. New fund offers must meet specified minimum subscription amounts for debt oriented, balanced and other schemes. If an open-ended debt scheme breaches the rolling-average requirement, the AMC must scale up the AUM within six months or face applicable regulatory enforcement. Compliance confirmations are to be reported in Half Yearly Trustee Reports.

AIF disclosures: enhanced placement memorandum, reporting, investor exit rights and annual compliance reporting under regulations.
AIFs must enhance investor transparency: Category III funds report end-of-day leverage to custodians by next working day; placement memoranda must include a detailed tabular fees example and disciplinary history, with existing AIFs circulating addenda to investors and filing copies with the regulator. Material changes to placement memoranda trigger defined exit rights for dissenting investors, with managers bearing exit costs and trustees/sponsors overseeing the process. Managers must prepare an annual Compliance Test Report in the prescribed format and report violations to the regulator. Exempted funds must submit prescribed scheme information electronically within the specified period.

FPI investment in non-convertible preference shares permitted, counted against corporate debt limits and allowed on repatriation basis.
Permitting Foreign Portfolio Investors (FPIs) to invest on a repatriation basis in non-convertible, redeemable preference shares and debentures of Indian companies listed on recognised exchanges, where such securities may be issued to non-resident holders as bonus under a court-approved scheme subject to tax authority no-objection; such FPI investments are to be reckoned against the Corporate Debt Investment Limit.

Minimum subscription requirement for public debt issues set with refund, oversubscription retention limits and enhanced prospectus disclosures.
SEBI mandates a 75% minimum subscription of the base issue size for public debt issues, sets a minimum base issue size, caps retention of over-subscription generally at 100% of the base size (with shelf and tax-free bond exceptions), requires refunds with interest for unmet minimum subscription, and prescribes enhanced prospectus disclosures including granular allocation of issue proceeds, a 25% cap on general corporate purposes, NBFC-specific lending disclosures, and specified additional clauses and certifications in the offer document.

KYC harmonization for FPIs: DDPs may transfer verified KYC documents to banks on written authorization, with certification.
DDPs may share FPIs' KYC documents with banks upon written authorization; hard copies may be transferred via authorised representatives. DDPs must certify that documents were verified with originals or that notarised copies were obtained where applicable, and both DDPs and banks must keep signed records of the transfer. The requirements apply to new and existing FPI clients.

Securities lending agreements: authorised intermediaries must contract with clearing members and prevent direct lender-borrower arrangements.
The circular mandates that Authorised Intermediaries enter into agreements with Clearing Members specifying rights, responsibilities and obligations, include SLB basic conditions and clearly define roles vis-a -vis clients; AIs must prevent direct agreements between lenders and borrowers, may add provisions for execution, risk management and settlement, and must frame a mandatory, binding rights and obligations document for Clearing Members and clients to govern SLB trades.

Listing transition for companies on de-recognized exchanges: nationwide exchanges must prioritise relisting or facilitate voluntary delisting.
Companies exclusively listed on de-recognized/non-operational stock exchanges may seek prioritised relisting on nationwide exchanges, which must create dedicated cells to process such requests, or opt for voluntary delisting using reverse book building. Voluntary delisting under these provisions is exempt from the Minimum Public Shareholding requirements. Exchanges must identify untraceable or outdated-data companies for the vanishing list; failing relisting or delisting, exchanges must place affected companies on the dissemination board and transfer their databases to SEBI and the respective dissemination boards.

Cash transaction limit increase in mutual funds allows higher permitted cash subscriptions subject to AML compliance and systems.
SEBI increases the permissible cash transaction limit per investor per mutual fund per financial year, subject to Anti-Money Laundering compliance and adequate systems and procedures. It also amends employee trading guidelines to treat liquid schemes like Money Market Mutual Fund schemes: exempting certain liquid-scheme transactions from seven-day reporting, adding liquid schemes to the list of non-applicable products for some restrictions, and including liquid schemes among those units employees are barred from trading in specified situations.

Consolidation of stock exchange circulars centralizes compliance for trading, settlement, risk management and technology obligations.
Compilation consolidates regulatory circulars and directions into a single Master Circular for stock exchanges, superseding the prior compilation and centralizing compliance obligations. It is organized into chapters addressing trading; trading software and technology; settlement; comprehensive risk management for cash and debt segments; exchange traded derivatives; administration of exchanges; and connectivity with depositories and settlement eligibility.

Dematerialisation requirement enables shift from trade-for-trade to rolling settlement when depository connectivity and no other grounds for TFTS are met.
Shift to normal Rolling Settlement is allowed for companies with connectivity to both depositories provided at least fifty percent of non-promoter holdings are dematerialised, certified by the Registrar and Transfer Agent or, if no RTA, by a practicing Company Secretary/Chartered Accountant, and provided there are no other grounds for continuation of Trade-for-Trade Settlement; stock exchanges must report actions taken in monthly/quarterly development reports.