Shift from trade-for-trade to rolling settlement requires connectivity with both depositories and dematerialisation certification by RTA or practicing professional.
Companies with connectivity to both depositories may be shifted from Trade-for-Trade Settlement to normal Rolling Settlement if at least fifty percent of non-promoter holdings are dematerialised and there are no other grounds to continue TFTS. The dematerialisation level must be certified to the stock exchanges by the Registrar and Transfer Agent, or by a practicing company secretary or chartered accountant where no separate RTA exists. Stock exchanges must report actions taken in their development reports.

Qualified Foreign Investor eligibility and infrastructure debt fund investment rules clarified, with monitoring and prior approval thresholds.
Amendment revises the Qualified Foreign Investor definition to align "person" and "resident in India" with the Income Tax Act and requires QFIs to be resident in FATF-member jurisdictions and IOSCO MMOU signatory jurisdictions or those with bilateral MOUs with SEBI; exclusions include jurisdictions with FATF countermeasures, residents of India, and entities already registered with SEBI. QFIs may invest in debt mutual fund schemes holding at least 25% in infrastructure within the aggregate investment ceiling, may invest without prior approval until aggregate investment reaches 90% of the ceiling, and thereafter become subject to prior approval, monitoring and reporting; QFIs must comply with FEMA.

Offer for Sale mechanism: revised exchange procedures for promoter share disposals ensuring allocation rules and investor protection measures.
The circular establishes an exchange based Offer For Sale (OFS) mechanism for promoters, defining eligible sellers and buyers, a 12 week pre and post offer trading restriction, announcement and floor price procedures, a single day trading window, limit order only bidding, choice of allocation by Single Clearing Price or Multiple Clearing Prices, reserved institutional allocation, 100% cash pay in requirements for non institutional bidders, seller share pay in prior to offer, trade for trade next day settlement, and specified default and withdrawal rules.

Portfolio managers may deploy client funds in liquid mutual funds for short-term cash management pending investment.
Portfolio managers may temporarily place client funds in short-term liquid mutual funds for interim cash management of pending investments, subject to the parameters set out in prior SEBI guidance and within the regulatory framework governing portfolio managers, including obligations under Regulation 39.

E voting facility required for shareholder postal ballot businesses, mandating certified electronic platforms and postal alternatives.
Issuers must provide e voting for businesses transacted through postal ballot, using a single agency whose platform complies with Ministry of Corporate Affairs/STQC conditions; e voting must remain open for the period specified under the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001. Issuers must continue to accept postal ballot paper votes from shareholders without e voting access, display draft resolutions and related materials on the e voting page, and include the e voting platform link in notices.

Transfer timeline reduction for equity and debt securities mandates expedited registration and compensation for delays in transfers.
The circular prescribes a 15-day timeline for registering transfers of equity shares and extends the same timeline to debt securities, directs recognized stock exchanges to amend relevant clauses of equity, SME equity and debt securities listing agreements to incorporate the 15-day transfer provision and compensation for opportunity losses caused by delay, directs SEBI-registered registrars and share transfer agents to adhere to these timelines, and modifies prior SEBI circulars relating to transfer timelines; it comes into effect on October 1, 2012.

Regulatory reporting obligations for registrars and share transfer agents now require half yearly compliance reports and board reviewed corrective actions.
Registrars to an Issue and Share Transfer Agents must submit revised half yearly electronic compliance reports detailing regulatory compliance status, investor grievance redressal, and any changes in status; Boards must review the reports and record deficiencies and corrective measures; Compliance Officers must send the reports to SEBI within three months of each half year.

FII investment limits in government and infrastructure corporate debt adjusted, with new maturity and auction allocation rules.
SEBI implements RBI's enhancements to FII investment limits by increasing the government debt tranche and shortening residual maturity requirements for that tranche, and by revising conditions for the corporate debt long term infrastructure category to a uniform one year lock in and minimum residual maturity at first purchase; both additional limits are to be allocated by special electronic auction with specified per entity caps and minimum bid sizes.

Business continuity requirements strengthened: exchanges and depositories must ensure zero data loss and meet time bound recovery objectives.
SEBI clarifies BCP/DR requirements: exchanges must maintain a Near Site besides a Disaster Recovery Site to ensure zero data loss, while depositories must adopt suitable mechanisms to achieve zero data loss. Exchanges, depositories and clearing entities must meet specified Recovery Time Objective and Recovery Point Objective limits and demonstrate preparedness to handle issues resulting from trading halts or failures at other market infrastructure entities. The circular is issued under Section 11(1) of the SEBI Act.

Complaint redressal through SCORES requires electronic ATR submission, public contact details, and timely updates to avoid pending status.
SEBI requires Stock Exchanges and Depositories to process complaints exclusively through SCORES, electronically upload an Action Taken Report with supporting documents, and designate a complaint services contact person whose details are publicly available. Complaints must be addressed within fifteen days (paused if additional information is sought within seven days and resuming on receipt), and entities must keep a monthly record of complaints not resolved within the timeframe with reasons for pendency; failure to update SCORES will show the complaint as pending.

Dematerialisation threshold enables shifting securities from trade-for-trade to rolling settlement, subject to certification and reporting requirements.
Shifting eligible listed companies from Trade for Trade Settlement to normal Rolling Settlement is permitted where the company has established connectivity with both depositories and there are no other grounds for continuing Trade for Trade Settlement. Prior to shifting, at least 50% of other-than-promoter holdings must be in dematerialised form, evidenced by a certificate from the Registrar and Transfer Agent or, if no separate RTA exists, from a practicing Company Secretary or Chartered Accountant. Stock exchanges must report the action taken in Monthly/Quarterly Development Reports.

Qualified Foreign Investor eligibility tightened to FATF/IOSCO criteria, revised holding limits and streamlined account and custody requirements.
SEBI revises the QFI framework: QFI must be resident in a FATF member jurisdiction and in a jurisdiction party to IOSCO MMOU or holding a bilateral MoU with SEBI, excluding jurisdictions with FATF AML/CFT deficiencies and residents of India; replaces "Purchase" with "Subscription"; caps aggregate holdings where investments are made via both QFI and FDI routes per equity class; permits reinvestment of sale/redemption/dividend proceeds into eligible securities held in a single demat account; allows appointment of a custodian only if it is the QFI's qualified DP and SEBI registered; requires a single non interest bearing Rupee account with an AD Category I bank.

Exit policy for stock exchanges mandates voluntary surrender or compulsory de-recognition with dissemination board and asset-distribution safeguards.
The circular sets a regulatory framework for voluntary surrender and compulsory de-recognition of stock exchanges, mandates transfer or exit processes for exclusively listed companies including relocation to other exchanges or to a dissemination board, and prescribes asset valuation, distribution constraints and required contributions to the regulator's investor protection fund. It requires prior approval before alienation of assets, payment of statutory dues and provisioning for pending arbitration awards and unresolved investor complaints, while enabling trading members access through subsidiary broking entities and permitting SEBI to impose additional conditions in the public interest.

Consent application limits clarified: specified serious defaults excluded and procedural timelines established for settlement process.
Amendments to the consent framework identify categories ordinarily ineligible for settlement-including insider trading, front running, serious fraudulent or unfair trade practices, failures on open offers and material disclosures, mutual fund NAV manipulation, failures to redress investor grievances, non compliance with summons or SEBI orders-while preserving HPAC/Panel discretion in exceptional cases. The circular imposes procedural limits: no consent before investigation completion, repeat application and time bar restrictions, a 60 day filing limit from service of show cause notices (with limited condonation), prescribed application format and fee, registration and deficiency cure procedures, internal committee formulation of terms, HPAC recommendation and Panel of WTMs approval, acceptance with remittance within a fixed period, and publication of consent orders.

Position limits for banks in USD:INR derivatives revised to cap gross open positions by open interest or fixed monetary threshold.
Gross open positions of trading-member banks across all USD:INR futures and options contracts are constrained by a capped limit measured as a proportion of total open interest or by a lower fixed monetary threshold; exchanges must adopt and enforce this revised limit and banks must comply with related position-monitoring and reporting mechanisms.

Regulatory reporting requirement: revised half-yearly compliance and investor grievance reports required from merchant bankers to be filed with SEBI.
Merchant bankers must submit a Board-reviewed half-yearly report in a revised electronic format to SEBI detailing regulatory compliance status, investor grievance redressal, deficiencies and corrective measures, pre-issue and post-issue due diligence followed, and track record of past issues; the Compliance Officer shall file the report within three months after each half year and report changes in status or constitution as required.

Mutual funds: SEBI's master circular mandates offer document formats, governance, NAV rules, valuation and disclosure regimes.
The Circular compiles SEBI's operative circulars for mutual funds effective to March 31, 2012, prescribing mandatory formats, filing and update timelines for SID/SAI/KIM, governance and risk-management requirements (audit/valuation committees, systems audit), detailed disclosure and reporting regimes (half-yearly portfolios, NAV publication, CTRs, MCRs), uniform NAV cut-off and time-stamping rules, valuation methodologies for traded/non-traded securities including benchmark and spread matrices, investment restrictions and procedures for conversion/merger/additional plans, and product-specific rules for Fund of Funds, Gold ETFs, capital-protection and foreign investor investment routes.

Regional filing requirements for offer documents: smaller-issue drafts to regional offices, larger-issue filings to head office.
Revises filing locations under the Issue of Capital and Disclosure Requirements framework: draft offer documents for issues up to a specified threshold must be filed with the regional office having jurisdiction over the issuer's registered office; issues above that threshold must be filed at the regulator's head office. Merchant bankers must submit three copies of draft offer documents and one copy of final offer documents to the designated office. The amendments take effect for draft offer documents filed on or after the specified effective date and are issued under the regulator's statutory powers.

FII debt allocation auctions: monthly schedule with bidding caps, minimum tick and utilisation windows governing allocations.
FII debt limits are to be allocated by monthly auctions on the 20th (or next working day) based on prior month free limits; auctions occur when free limit in a debt category exceeds the prescribed threshold. Bidding runs for two hours under existing SEBI pricing and allocation rules; single entity allocation is limited by a cap or one tenth of free limit, with a fixed minimum bid size and tick. Auctions will alternate between the two principal exchanges, exchanges will govern authentication and multiple bids, custodians remit auction fees to SEBI promptly, and category specific utilisation windows apply as per prior SEBI guidance.

Dematerialisation requirement enables eligible companies with depository connectivity to shift from trade-for-trade to rolling settlement.
Companies with connectivity to both depositories may be moved from Trade for Trade Settlement to Rolling Settlement if at least half of other-than-promoter holdings are dematerialised and certified by the Registrar and Transfer Agent, or by a practicing Company Secretary/Chartered Accountant where no RTA exists, and provided no other grounds justify continuation of TFTS; stock exchanges must report actions taken in Monthly/Quarterly Development Reports.