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Circulars
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Format for quarterly holding pattern, disclosure norms for corporate governance report and manner for compliance with two-way fungibility of Indian Depository Receipts (IDRs)
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Two way fungibility of IDRs required with prescribed procedures, disclosure of headroom, and structured conversion windows.
Listed issuers of IDRs must file a specified quarterly holding pattern disclosing distribution of IDR holders and underlying equity represented, and must disclose on their website. Issuers must provide comparative corporate governance analysis for home and other listing jurisdictions using SEBI formats. Two way fungibility between IDRs and underlying shares is required subject to available headroom and procedural rules governing timing, fungibility windows, proportional allocation, retail reservation, disclosure of headroom and conversion transactions, and cost limits for sale proceeds conversions.
Format for Voting Results
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Format for Voting Results: listed entities must submit specified voting-result format to exchanges within forty-eight hours after general meetings.
Listed entities must submit a prescribed Format for Voting Results to stock exchanges within forty-eight hours of a General Meeting. The format requires agenda-wise disclosure including meeting date; shareholder record counts; attendance (in person, by proxy, video conferencing) by promoter and public categories; promoter interest; resolution type; and detailed category and mode wise vote tabulation (e voting, poll, postal ballot where applicable) showing shares held, votes polled, votes in favour and against, and corresponding percentages, with category and total aggregates.
Format for Business Responsibility Report (BRR)
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Business Responsibility Reporting required in annual reports for listed entities, specifying ESG disclosure format and accountability.
SEBI requires listed entities to include a Business Responsibility Report in the annual report using the Board specified format, detailing ESG initiatives, governance for implementation, principle wise compliance aligned with the National Voluntary Guidelines, grievance and audit mechanisms, and publication hyperlinks. Entities with internationally framed sustainability reports may furnish those reports with a mapping to the nine Principles instead of preparing a separate BRR. Stock exchanges must disseminate the circular, which is issued under the Listing Regulations.
Disclosures in the Abridged Prospectus and Price Information of past issues handled by Merchant Bankers
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Abridged prospectus disclosure revised to standardise content and require merchant banker past-issue price reporting and filing.
The circular mandates a revised, streamlined abridged prospectus format consolidating issuer, issue, procedural, risk and financial summaries with specified word limits and structured sections, and requires merchant bankers to disclose past-issue price information in prescribed tables and summary statements; the formats replace an earlier circular, apply to issues opening from the notified effective date, and require filing of the abridged prospectus.
Risk management for Regional Commodity Derivatives Exchanges
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Risk management for regional commodity exchanges mandates standardized margin collection, approved collateral types and daily mark to market cash settlement.
Mandates risk management standards for Regional Commodity Derivatives Exchanges: maintain exposure free member deposits, levy minimum ordinary margins of 4%, and permit delivery period and additional margins based on evaluation. Ad hoc margins must be objective, non discriminatory and transparent. Ordinary margins are computed at individual client level across maturities, member margins aggregated across clients, with proprietary positions treated as client positions. All margins must be collected before the next trading day; insufficient collateral prevents position increases. Acceptable collateral is cash, pledged bank fixed deposits and bank guarantees. Daily cash mark to market settlement based on the Exchange's Daily Settlement Price is required.
Format of uniform Listing Agreement
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Uniform listing agreement requirement mandates issuers to execute a fresh agreement and comply with listing obligations.
A uniform listing agreement format is prescribed requiring issuers to execute the annexed agreement and comply with the Listing Obligations And Disclosure Requirements and applicable exchange rules, including payment of listing fees, ongoing disclosure of issuer information, and obtaining board or authorised committee approval. Prior listing agreements must be replaced within the prescribed period; novation preserves accrued rights and ongoing enquiries or actions, while the exchange retains discretion to admit, suspend or withdraw listings and to enforce compliance and levy penalties.
Review of the capacity planning framework of stock exchanges and clearing corporations
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Capacity planning requirements: maintain a 1.5x buffer on projected peak, monitor real time utilisation and escalate when thresholds hit.
The circular requires installed capacity to be 1.5 times projected peak load, with projected peak calculated for 60 days from per second peak trends of the past 180 days. All trading, clearing and settlement systems and technical components must be sized accordingly; action must follow if utilisation exceeds 75%. Real time monitoring, alerts and timely capacity enhancements are mandated. Exchanges and clearing corporations must amend rules and systems within three months, notify brokers and publish on their websites, and report implementation to the regulator.
Investments by FPIs in Government securities
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FPI investment limits in government securities increased, with a security-wise cap restricting fresh purchases and new maturity requirements.
Revised FPI caps in government debt are set in rupee terms with additional SDL capacity and a long term sub limit; incremental amounts will be made available by auction and on tap, while coupon reinvestment remains outside limits. A security wise cap on aggregate FPI holdings will place over limit securities in a negative investment category barring fresh purchases until holdings fall below the cap, with depositories publishing daily security wise holdings and the negative list. Long Term FPIs and reallocated long term capacity must invest only in central government securities and SDLs with a minimum residual maturity of three years.
Guidelines on overseas investments and other issues/clarifications for AIFs/VCFs
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Overseas investment limits for alternative funds increased, with prior SEBI approval and compliance with RBI/FEMA requirements.
SEBI permits VCFs and AIFs to invest in foreign companies with an Indian connection subject to quantitative overseas limits, prohibition on using joint ventures or wholly owned subsidiaries for such investments, and mandatory compliance with FEMA and RBI guidelines; proposals for overseas investments must be submitted to SEBI for prior approval and allocations will be managed on a first come, first served basis.
Comprehensive Risk Management Framework for National Commodity Derivatives Exchanges
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Risk management framework standardises margining, collateral and capital safeguards for national commodity derivatives exchanges.
The circular mandates a harmonised risk management framework for national commodity derivatives exchanges requiring specified categories of liquid assets with haircut and concentration limits, and real time valuation and liquidation arrangements. It prescribes a uniform margining regime: VaR based Initial Margin computed at client portfolio level, an Extreme Loss Margin on gross open positions, additional and pre expiry/delivery margins, daily cash mark to market settlement, upfront collection of IM and ELM from clients, and online real time deduction from clearing members' liquid assets.
Registration of Members of Commodity Derivatives Exchanges
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Registration of Commodity Derivatives Members now requires compliance with prescribed eligibility and application procedures under SEBI regulations.
Registration of commodity derivatives exchange members is required under the amended SEBI framework: existing members meeting exchange membership eligibility must apply to SEBI within the transitional window from September 28, 2015. Applicants must meet SCRR eligibility and Stock Broker Regulations registration conditions, file applications through their exchange in prescribed form with fees and additional information, and compute minimum net worth per the prescribed formula. Business related to underlying goods or incidental to derivatives trading is not disqualifying. Exchanges must notify members, amend bye-laws and report implementation to SEBI.
Format for compliance report on Corporate Governance to be submitted to Stock Exchange (s) by Listed Entities
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Corporate governance compliance reporting: listed entities must file prescribed governance formats and place reports before their boards.
Regulatory direction requiring submission of corporate governance compliance reports by listed entities to recognised stock exchanges in prescribed formats. SEBI prescribes three annexures: Annexure I for quarterly reporting, Annexure II for end of year disclosures and annual affirmations, and Annexure III for submission within six months after the financial year end. The reports must include board and committee composition, meeting details, related party transaction disclosures and affirmations on compliance, and must be placed before the board; stock exchanges are to disseminate the formats and the circular specifies its operative commencement and issuing provisions.
Revised Disclosure Formats under SEBI (Prohibition of Insider Trading) Regulations, 2015
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Insider trading disclosure formats revised; exchanges must implement amended forms and notify listed companies promptly.
Revised Forms A-D standardise disclosures under the Prohibition of Insider Trading Regulations, requiring initial, appointment, continual and other connected person disclosures of securities holdings, transactions and derivatives positions. The formats specify security types, transaction modes, dates, open interest details, and a method for calculating options notional value. Stock exchanges must implement the formats immediately, amend relevant bye laws, issue guidelines, and circulate the requirements to listed companies.
Disclosures to be made by NBFCs in the Offer Documents for public issue of Debt Securities under the SEBI (Issue and Listing of Debt Securities) Regulations, 2008.
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Disclosure requirements for NBFC debt offers require group exposure, NPA reporting and sectoral portfolio transparency in offer documents.
NBFC offer documents for public debt issues must disclose aggregated exposure to top borrowers, details of loans overdue and classified as non performing per RBI norms, and identify any borrowers within the NBFC's defined Group with borrower name, exposure amount and percentage of total AUM; they must also present sectoral portfolio summaries, secured versus unsecured borrowing proportions, promoter holding changes beyond the RBI threshold, and borrower level classification as per the prescribed template.
Reporting requirement under Foreign Account Tax Compliance Act (FATCA) and Common Reporting Standards (CRS)-Guidance Note
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FATCA and CRS reporting requirement: intermediaries must ensure guidance note dissemination and take necessary compliance steps.
Notification directs SEBI-registered intermediaries to follow the Department of Revenue Guidance Note on implementation of FATCA and CRS reporting under the Income Tax Rules, requires Stock Exchanges and Depositories to notify and disseminate the Guidance Note to Stock Brokers and Depository Participants, and states the circular is issued under the powers of Section 11(1) of the SEBI Act and is available on the SEBI website.
Continuous Disclosure Requirements for Listed Entities - Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
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Continuous disclosure obligations require listed entities to promptly report specified and material events to ensure investor transparency.
Continuous disclosure obligations require listed entities to timely disclose specified events and material information to stock exchanges. Events are divided into those mandatorily disclosed without a materiality test and those disclosed if material; detailed itemised particulars are prescribed for transactions such as acquisitions, restructurings, issuances and alterations of securities, board decisions, governance changes, frauds/defaults, restructuring, litigation, operational disruptions and regulatory licence actions. Overseas disclosures must be simultaneous domestically and an event is treated as occurred on board/shareholder approval or when the entity or an officer becomes aware.
Implementation of the Multilateral Competent Authority Agreement and Foreign Account Tax Compliance Act
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Automatic exchange of financial account information: intermediaries must perform due diligence and report specified accounts under new tax rules.
India's accession to the Multilateral Competent Authority Agreement and the FATCA agreement with the United States has led to amendments in tax law and the notification of rules and Form 61B obliging financial institutions to conduct due diligence and report specified information on reportable accounts to Indian tax authorities for exchange; intermediaries must ensure compliance and stock exchanges and depositories must notify and disseminate the requirements.
Monthly Report For Clearing Corporations
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Monthly reporting requirement for clearing corporations: mandatory submission of prescribed monthly report to SEBI within prescribed timeframe.
Clearing corporations must submit a Monthly Report to SEBI in the prescribed format within ten calendar days from month-end, replacing similar exchange reports. Annexure A requires detailed segment-wise clearing and settlement figures, top settlement shortages with member-level recurrence and remedial actions, margin and penalty collections (and transfers to IPF/SGF), securities lending metrics, core SGF corpus and investments, top clearing members by pay-in obligations, inspection statistics and governance disclosures including board and committee composition and implementation status of SEBI circulars.
Formats under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011(Regulations)
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Encumbrance disclosure requires promoters to report creation, invocation or release with specified details to exchanges and the target company.
Promoters and persons acting in concert must use the prescribed Annexure 1 template to disclose creation, invocation or release of encumbrances to stock exchanges and the target company, including target identity, listed exchanges, reporting date, promoter/PAC names, total and encumbered holdings, event particulars, post event encumbered holdings, event type and date, encumbrance type, reasons for encumbrance, entity in whose favour shares are encumbered, and authorised signatory details.
Policy for annulment of trades undertaken on stock exchanges
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Trade annulment policy: exchanges may annul or reset trades for material mistakes, with time-bound procedures and review.
Policy sets a uniform mechanism for trade annulment or price reset for trades arising from material mistakes or erroneous orders: exchanges may act suo motu or on broker request, require timely electronic submissions, deter frivolous requests, notify brokers, and decide expeditiously while considering market-wide effects. Decisions must be reasoned, published, and reviewable before payout via an independent oversight committee; exchanges must implement bylaws, with application fees credited to the Investor Protection Fund and penalties for erroneous orders.

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