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Circulars
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Online Filing System for Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (InvITs)
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Mandatory online filing for REITs and InvITs required; use intermediary portal for registrations and regulatory filings.
All applicants and registered entities qualifying as Real Estate Investment Trusts and Infrastructure Investment Trusts must submit registration applications, reports and regulatory filings exclusively through the SEBI Intermediary Portal. The portal supports application for registration, ongoing reporting and statutory filings under the applicable REIT and InvIT regulations; a user manual and helpline are provided and existing InvITs must activate their online accounts.
Investments by FPIs in Corporate Debt
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Auction-based allocation of FPI corporate debt limits activates when utilisation breaches the threshold, governing bids and reinvestment timelines.
The Combined Corporate Debt Limit (CCDL) is available on tap until overall FPI utilisation reaches 95%, after which custodians must halt purchases and depositories notify exchanges to conduct auctions for unutilised limits. The circular sets auction procedures (timing, access, bid sizes, tick, allocation by price-time, minimum fee) and grants successful bidders 10 trading days to utilise allocations; reinvestment after sale/redemption is permitted for 2 trading days. Single FPI/group bidding is capped at one-tenth of the auctioned limits. Overseas issuance of rupee bonds by corporates is suspended while high utilisation persists. Reporting and dematerialisation requirements are mandated.
Disclosure of divergence in the asset classification and provisioning by banks
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Disclosure of divergence in asset classification: banks must report RBI-identified NPA and provisioning divergences in annual filings.
Banks with listed specified securities must disclose material divergences between their published asset classification and provisioning and RBI assessments when additional provisioning requirements or additional Gross NPAs identified by RBI exceed prescribed proportions of published reference-period figures; disclosures must follow the RBI-prescribed format and be annexed to the annual financial results filed with stock exchanges and included in the Notes to Accounts of the ensuing annual financial statements.
Guidelines for participation/functioning of Eligible Foreign Investors (EFIs) and FPIs in IFSC - Amendment
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Due diligence for EFIs: trading members may perform or rely on bank-conducted checks for IFSC account openings.
A trading member of a recognized IFSC stock exchange may either perform its own due diligence at the account opening stage for an EFI not registered as an FPI, or rely upon due diligence carried out by a bank permitted to operate in the IFSC during the EFI account opening process.
Amendment to Investor Grievance Redressal System and Arbitration Mechanism
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Investor grievance redressal reforms mandate arbitrator transparency, empanelment separation, increased fees and interim relief rules and database for defaulters.
Amendments require exchanges to enhance arbitration transparency by publishing arbitrator profiles, permit electronic document submissions, conduct annual arbitrator reviews with NISM training funded from ISF, maintain a common defaulter database, separate arbitration and appellate panels with a retired judge on appellate panels and SEBI approval for empanelment, revise arbitrator fees and a structured filing-fee regime with deposits and refunds, permit metro venue for higher-value proceedings at appellant's cost, align award interest with the Arbitration Amendment Act, and set staged interim relief releases from IPF subject to a yearly cap.
Guidelines for issuance of ODIs, with derivative as underlying, by the ODI issuing FPIs
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ODI issuance with derivative underlying limited to equivalent hedging; existing non-hedging instruments must be wound up and certified.
ODI-issuing FPIs are barred from issuing ODIs with derivatives as underlying except where the derivative position is solely for equivalent hedging of the equity shares held by the FPI. Existing non-hedging ODIs must be liquidated by maturity or the prescribed cutoff, with an expectation of earlier liquidation. Fresh issuances require a compliance officer certificate, to be filed with monthly ODI reports, certifying the derivative is for equivalent hedging in the same underlying equity. The directive is immediately effective and DN/ custodians must notify FPI clients.
Online Filing System for Foreign Venture Capital Investors.
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Online filing requirement for Foreign Venture Capital Investors: registration and compliance filings must be submitted through the Intermediary Portal.
Mandatory online filing system requires all applicants and registered Foreign Venture Capital Investors to submit registration applications, compliance reports and applications under the FVCI Regulations exclusively through the Intermediary Portal; links and a user manual are available on the regulator's website and existing registrants must activate online accounts using activation e mails.
Investments by FPIs in Government Securities
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FPI investment limits revised in government securities, reallocating quota between General and Long Term categories and SDL sub categories.
SEBI revises FPI investment ceilings for the July-September 2017 quarter by increasing the aggregate cap for Central Government securities, establishing separate ceilings for Long Term and General FPI categories, and splitting SDLs into SDL General (available to all FPIs on tap) and SDL Long Term (available on tap only to Long Term FPIs). Future increases will be allocated between categories under a specified ratio, the transfer of unutilised Long Term limits to General FPIs is discontinued, and existing operational conditions, including minimum residual maturity and coupon treatment, continue to apply.
Clarification on monitoring of Interest/ Principal repayment and sharing of such information with Credit Rating Agencies by Debenture Trustees
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Monitoring of repayment obligations: trustees must verify issuer payment status and promptly report it to credit rating agencies.
Debenture trustees must maintain systems to verify interest and principal payments and, before each due date, seek ISIN-wise confirmation from issuers and inform CRAs. Trustees must provide ISIN-wise updates to CRAs by one day after the due date indicating payment made, delay/default, or no information; if information is initially unavailable, trustees must update CRAs when it becomes available, and must use multiple sources and periodic reports to ascertain payment status.
Acceptance of e-PAN card for KYC purpose
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Acceptance of e-PAN for KYC: electronic PAN accepted for FPI KYC compliance under regulator directive.
Electronic PAN issued by the tax authority is authorised for use by Foreign Portfolio Investors to satisfy KYC requirements; DDPs, custodians and KYC Registration Agencies must accept the e-PAN while existing KYC instructions from the earlier circular remain unchanged.
Monitoring and Review of Ratings by Credit Rating Agencies (CRAs)
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Monitoring obligations for credit rating agencies require proactive default detection and prompt public disclosure of payment delays.
CRAs must maintain proactive ISIN-wise surveillance to detect payment defaults and credit deterioration, follow up with issuers and debenture trustees when payments are unconfirmed, and issue a press release and refer cases of non-cooperation to the regulator if issuers do not respond within prescribed days. CRAs must review ratings on specified material events and disseminate press releases within set timelines, obtain a monthly No Default Statement from issuers with expedited review if delays are disclosed, ensure written rating agreements with clauses obliging timely information provision, and subject compliance to half-yearly internal audit.
Specifications related to International Securities Identification Number (ISINs) for debt securities issued under the SEBI (Issue and Listing of Debt Securities) Regulations, 2008
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ISIN allocation limits for debt securities establish issuance caps and mandatory semi annual reporting and disclosure obligations effective immediately.
An ISIN allocation framework limits private placement ISINs to seventeen maturing per financial year plus twelve additional ISINs for section 54EC capital gains tax debt; within the seventeen, up to twelve ISINs are for plain vanilla debt and up to five for structured/market linked debt, with original maturity determining ISIN grouping for instruments with embedded options. Specified regulatory capital instruments are exempt. Issuers must amend their Articles of Association within six months and comply with detailed semi annual reporting to exchanges and depositories, which will upload and reconcile data and report violations to SEBI.
Policy of Annual Inspection of Members by Stock Exchanges/Clearing Corporations
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Member inspection policy mandates targeted risk based and periodic inspections with coordinated oversight between exchanges and clearing corporations.
Policy requires mandatory inspections of members showing high risk indicators-such as repeated fund or margin disablements, significant reporting breaches, elevated investor complaints, or adverse internal audit findings-irrespective of prior inspection timing; mandates clearing activity oversight by Clearing Corporations, allows joint inspections, requires exchanges to adopt risk based selection policies, continuously reassess member risks, share inspection outcomes across exchanges for multi member brokers, and refer repetitive or serious violations to the regulator.
Participation of Non Resident Indians (NRIs) in the Exchange Traded Currency Derivatives (ETCD) segment
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NRI participation in exchange traded currency derivatives permitted to hedge rupee exposures, subject to designated bank monitoring and position limits.
NRIs may trade in ETCD to hedge currency risk on permissible rupee investments and NRE balances, subject to RBI Circular No. 30 and conditions in this circular; they must designate an Authorised Dealer Category I bank (also a clearing member) for monitoring and reporting combined OTC and ETCD positions, and exchanges/clearing corporations must provide transaction details to that bank. The circular sets position limits for specified INR currency pairs, modifies prior SEBI guidance to allow participation consistent with FEMA provisions, and directs exchanges to implement systems, amend rules, notify brokers, and report implementation.
Review of Offer for Sale (OFS) of Shares through Stock Exchange Mechanism
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Promoter sale to employees permitted within two-week period as part of Offer for Sale, subject to price/discount and disclosure.
Promoters of eligible companies may sell shares to employees within a two week period after the Offer for Sale, with the employee allotment treated as part of the OFS. Such shares may be offered at the OFS discovered price or at a discount. Promoters must disclose the number of shares offered to employees and any discount in the OFS notice to the exchange. The change is to be incorporated into prior OFS circular provisions and stock exchanges must update systems, bye laws and notify brokers.
Clarification to Enhanced Supervision Circular
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Enhanced supervision clarifications: voluntary proprietary account naming, depository-only pledges, and tightened margin and reporting rules.
The circular amends enhanced supervision requirements: naming of proprietary bank/demat accounts is voluntary while accounts not falling under specified client or third party categories are deemed proprietary; bank stock brokers need report only accounts used for broking; pledging of client securities is permitted only through the depository system in compliance with depository regulations; brokers must not grant further exposure when debit balances persist beyond the fifth trading day from pay in except under the prescribed margin trading facility; data upload frequency is monthly until the specified cut off and weekly thereafter; regional commodity exchanges are exempt until further notice.
Participation of Category III Alternative Investment Funds (AIFs) in the commodity derivatives market
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Category III AIF participation in commodity derivatives permitted subject to client rules, concentration limits, leverage consent and disclosures.
SEBI permits Category III AIFs to participate in commodity derivatives as clients, subject to client rules, exchange position limits and SEBI instructions; exposure to any single underlying commodity must be limited by concentration controls; leverage or borrowing is permitted only with investor consent and within Board-specified limits; AIFs must disclose commodity derivatives investment in the private placement memorandum, obtain consent or offer exit to dissenting existing investors, comply with applicable foreign exchange and RBI guidelines, meet SEBI reporting requirements, and adhere to the SEBI (Alternative Investment Funds) Regulations, 2012.
Continuous disclosures and compliances by issuers under SEBI (Issue and Listing of Debt Securities by Municipalities) Regulations, 2015
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Continuous disclosure obligations require municipal issuers to promptly report price sensitive events and timely file audited financials.
Issuers of municipal debt must comply with structured continuous disclosure and compliance obligations: submit unaudited half yearly results within three months and audited annual results with the annual report within six months; include comparative figures and specified key financial statements; have financials taken on record by the competent municipal or governing body and audited by the appointed auditor; disclose to stock exchanges material or price sensitive events within twenty four hours using the prescribed format; certify timely payment of interest and principal within five working days; obtain stock exchange approval for material modifications; and maintain investor grievance redressal, credit rating reviews, record date notifications, and a designated compliance officer.
Interest and Dividend information reporting in case of Custodial Accounts-Rule 114G(1)(e) of the Income Tax Rules, 1962
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Interest and dividend reporting must be on an entitlement basis for custodial accounts and cover the full calendar year.
SEBI directs depositories to add a data field for RTAs to record corporate action dividend/interest per unit and provide it to DPs; DPs must report dividend and interest on an entitlement basis for the entire calendar year for any demat account identified as reportable, ensuring reporting of total gross amounts generated with respect to assets in custodial accounts as required under the Income Tax Rules.
Non-compliance with certain provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (“ICDR Regulations”)
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Non-compliance fines under ICDR Regulations prompt stock exchange enforcement and disclosure for delayed corporate issuance and listing actions.
Liability and enforcement for non compliance with specified provisions of the ICDR Regulations is prescribed by directing recognized stock exchanges to impose daily fines and additional capped penalties for delays in bonus issues, delayed allotment on conversion of convertibles, and failure to approach exchanges for listing; fines realized must be credited to the Investor Protection Fund. Exchanges must publish non compliant entities and fine details, issue notices to pay within a specified period, and may initiate enforcement including prosecution for non payment; bonus issue implementation is tied to the commencement of trading and promoter approvals may follow payment of fines.

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