No-objection requirement for schemes of arrangement: Stock Exchange clearance and prescribed disclosures required before court filing.
Entities listing Non-convertible Debt securities or Non-convertible Redeemable Preference Shares must file a draft scheme of arrangement with a designated nationwide Stock Exchange to obtain a No-Objection Letter before approaching any Court or Tribunal. The filing must include the draft scheme, a Registered Valuer's valuation report with undertaking, a fairness opinion from a SEBI-registered merchant banker, a board report addressing impacts and safeguards for NCD/NCRPS holders, audited financials, an auditor's certificate on payment/repayment capability, compliance reports, and required declarations; Stock Exchanges will forward filings to SEBI and coordinate queries and timelines.

Declaration of First Close: AIFs must declare First Close, meet minimum corpus and preserve sponsor/manager commitments.
AIF schemes must declare First Close within the prescribed period from SEBI communication; at First Close the scheme corpus must meet the category minimum and sponsor/manager commitments to meet that minimum cannot be reduced, withdrawn or transferred thereafter. Tenure of close-ended schemes is calculated from First Close; tenure may be modified only before First Close and investors may withdraw commitments prior to First Close. Changes in sponsor/manager or change in control require prior SEBI approval and payment of a fee equivalent to the registration fee, subject to limited exemptions and timelines.

Registration requirement for Online Bond Platform Providers mandates stock broker registration and regulatory compliance for platform operations.
SEBI requires Online Bond Platform Providers to be Indian companies registered as stock brokers in the debt segment and approved by a recognised stock exchange, restricting pre existing platforms to listed debt securities and public offering candidates. Entities must appoint specified compliance and managerial personnel, obtain SCORES authentication, maintain robust secure technology with real time dissemination and open access, perform KYC and due diligence, route listed orders via exchange RFQ and clearing corporations, issue electronic order receipts and deal sheets, implement risk management and grievance redressal within 30 days, and comply with disclosure, advertising and reporting obligations.

Auto-pledge of unpaid securities enables members to transfer, notify and sell unpaid holdings if funds remain unmet within prescribed days.
All securities received in pay-out must be transferred from the member's pool account to the client's demat account within one working day. Unpaid securities shall be transferred to the client's demat account and auto-pledged with reason "unpaid" in favor of a separate client unpaid securities pledgee account opened by the member. Members must notify clients of funds obligations; if funds are not furnished within five trading days the member may sell the securities using the client's UCC with profit/loss adjusted to the client's account. Pledges not invoked or released within seven trading days shall be auto-released.

GST on SEBI fees: payers must remit fee plus GST and email detailed remittance particulars to SEBI immediately.
Remitters must, immediately after payment, email remittance particulars to [email protected] in the prescribed format, breaking down the amount into fee and GST components and providing remitter account number, origin bank, IFSC, UTR/transaction reference, payment product code, registered name and address, email, complete remittance origin address, GST registration number and purpose of remittance.

Release of issue deposit requires an NOC after two months, ASBA unblocking, grievance resolution and ATR submission.
Release of the 1% deposit requires an issuer application on its letterhead, filed by the Post Issue Lead Merchant Banker after two months from the last listing permission, to the regional office with prescribed enclosures. The PILMB must certify unblocking of ASBA accounts and ensure any bank guarantee has minimum residual validity. SEBI will issue the NOC only after satisfaction that SCORES complaints are resolved, prescribed Action Taken Reports have been submitted, and fees and commissions to intermediaries including ASBA banks have been paid.

Investor grievance redressal via SCORES: mandatory first approach to entities, escalation and regulatory action if unresolved.
The circular requires investors to first seek redress from the concerned listed company, intermediary or MII through designated compliance officials before filing on the SEBI Complaints Redress System SCORES. Complaints unresolved, rejected, unanswered or unsatisfactorily answered may be filed on SCORES within one year of the cause of action; a one-time review option is available after closure. Registered entities and pre-listing companies must obtain SCORES credentials; ATRs and supporting proof must be uploaded on SCORES and failures to do so are treated as non-redressal. Designated Stock Exchanges handle specified complaint categories, follow prescribed timelines, and may levy fines and freeze promoter holdings for persistent non-compliance, with escalation to SEBI as provided.

Capping of ISINs for private placement debt securities limits ISINs maturing per year to enhance market liquidity.
The circular caps ISINs for private placement debt securities to reduce fragmentation and boost liquidity by allowing a maximum of fourteen ISINs maturing per financial year per issuer, plus six ISINs for section 54EC capital-gains-tax debt securities. It bifurcates the fourteen into nine ISINs for plain vanilla securities (secured or unsecured) and five for structured/market-linked securities, permits three additional plain-vanilla ISINs where a specified outstanding threshold across nine ISINs is reached, applies to ISINs utilised from April 1, 2023, and requires exchanges and depositories to implement and monitor compliance.

Standardisation of rating scales: CRAs must align rating symbols and descriptors with regulator prescribed scales and report compliance.
CRAs must align rating symbols and definitions with scales prescribed under respective financial sector regulator guidelines; adopt the Annexure issuer/corporate credit rating symbols and definitions for new ratings and reviews; use specified standard descriptors for Rating Watch and Rating Outlook; apply structured finance scales for Capital Protection Oriented Schemes; report board ratified compliance within one quarter of applicability; and be subject to half yearly internal audit monitoring.

Applicability of passive funds compliance clause becomes effective following stakeholder feedback, aligning with regulatory authority powers.
The addendum announces that clause 2(IV)(A) of the earlier circular on development of passive funds will be made applicable from the revised implementation date, following stakeholder feedback; the circular is issued under the regulator's statutory powers to protect investors and to regulate and develop the securities market under the mutual fund regulation provision cited.

Reduction in denomination for private debt securities expands investor access and trading liquidity from January effective date.
SEBI amended Chapter V to reduce the face value and trading lot for non-convertible debt securities and non-convertible redeemable preference shares issued on private placement to One lakh, aiming to broaden investor participation and enhance market liquidity; the amendment applies to new ISINs on or after January 1, 2023, while issuers with a shelf placement memorandum valid on that date may opt to retain the prior higher denomination for tranche issuances by issuing an addendum.

Block mechanism in demat accounts mandatory for Early Pay-In; clients with registered custodians exempted, compliance required.
The circular mandates the block mechanism for all Early Pay-In transactions while exempting clients with clearing and settlement arrangements through SEBI-registered custodians. All other prior circular provisions remain applicable. Depositories and Clearing Corporations must implement systems to ensure compliance. Stock Exchanges and Depositories must notify members, publish the circular, amend bye-laws and report implementation status to SEBI.

Stock brokers' access to RFQ platforms enabled to place client bids, expanding participation and straight-through settlement.
Registered stock brokers in the debt segment are authorised to place and seek bids on the Request for Quote (RFQ) platform on behalf of clients as well as in proprietary capacity, expanding participant access to the electronic RFQ interface which supports anonymous or disclosed quotes, OTO or OTM modes, bilateral quote negotiation with straight-through clearing and settlement, for eligible debt instruments as specified by exchanges.

Social Stock Exchange must form a Governing Council to oversee registration, fundraising and disclosures by social enterprises.
SEBI requires each Social Stock Exchange to constitute a Social Stock Exchange Governing Council under Regulation 292D to oversee registration, fundraising and disclosures by Social Enterprises. The SGC must have at least seven members drawn from specified stakeholder categories, be supported by SSE administrative staff, meet at least four times a year, and operate under procedures and conflict-of-interest guidelines set by the stock exchange board. Its remit includes advising on SSE development, onboarding and listing procedures, disclosure adequacy, review of functioning and governance matters.

Cancellation or suspension of CRA registration halts regulatory recognition of its ratings and mandates orderly migration to other registered CRAs.
From the date of order or surrender request, a CRA must disclose the action, stop new mandates, permit client withdrawal and facilitate migration to other SEBI-registered CRAs; continue cooperation with SEBI and provide records until wound up. On surrender acceptance or winding up the CRA must return the certificate, cease representing itself as registered, suspend rating activity and make liability provisions. Cancellation leaves ratings valid until client withdrawal/migration or winding up; surrender leaves ratings valid until client withdrawal/migration or SEBI acceptance; suspension renders ratings invalid during suspension. Issuers must obtain ratings from other registered CRAs for regulatory compliance.

Electronic Book Provider rules prioritise best-bid allocation and optional anchor investor portion, standardising bidding, disclosures and settlement.
Revision of the Electronic Book Provider (EBP) framework prescribes mandatory and optional use of the EBP platform for defined primary issuances, identifies eligible participants, mandates issuer disclosures in placement memoranda and term sheets, and replaces time-priority allocation with price- or yield-based allocation principles favouring the best bid. It introduces an optional anchor investor portion within the base issue with issuer-selected anchors and allocation limits, caps green shoe size, standardises bidding windows and anonymous order-driven bidding formats, requires detailed arranger disclosures, specifies pay-in and settlement via clearing corporations or escrow, prescribes debarment for pay-in defaults, allocates duties to issuers, RTAs and EBPs, and mandates annual CISA audit. The provisions take effect from the specified commencement date.

Demat Debit and Pledge Instruction broadened to specified settlement, margin, mutual fund and open offer transfers with revocation rights.
DDPI is expanded to permit only specified uses: transfers from client BO accounts for exchange delivery/settlement obligations executed through the same broker; pledging/re-pledging to TM/CM for margin tied to exchange trades; Mutual Fund transactions on exchange order entry platforms subject to mutual fund circulars; and tendering in open offers via exchange platforms subject to open offer circulars. Securities transferred under DDPI must be credited to TM/CM pool accounts or clearing corporation demat accounts, DDPI must be registered in the client's demat account, and clients must be enabled to revoke or cancel DDPI.

Security and Covenant Monitoring DLT: issuers must record existing outstanding NCS in the system; debenture trustees to verify entries.
Issuers must enter details of existing outstanding non-convertible securities into the Security and Covenant Monitoring DLT system within the extended timeline; debenture trustees must verify those entries within the subsequently specified verification period, as a modification of paragraph 8.d of the March 29, 2022 SEBI circular, to ensure recording and monitoring of charges and covenants and to protect investor interests under SEBI's regulatory powers.

Portfolio managers must segregate client assets, adopt board approved order/allocation policies, maintain audit trails, and implement automated allocation systems.
Portfolio managers must segregate client funds and securities, not hold client securities in the manager's name, adopt board approved written policies detailing roles, order placement, trade allocation and permissible deviations, constitute controlled dealing teams with recorded communications and audit trails, and, if AUM is INR 1000 crores or more, implement automated systems capturing pre order and final allocations and any deviations.

Two-Factor Authentication expanded to mutual fund subscriptions, requiring OTP or depository 2FA and industry-wide compliance.
Two-Factor Authentication is extended to subscription transactions in mutual funds: for online non-demat transactions one factor must be a One-Time Password sent to the unit holder's email/phone registered with the AMC/RTA; demat transactions must follow Depository-prescribed 2FA; mandates/systematic transactions require factor authentication only at registration. AMFI must revise best practice guidelines to include subscriptions and all AMCs must comply. Industry participants must implement systems and report progress, with the provisions effective from April 01, 2023.